UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                         Washington, DC  20549

                           FORM 10-KSB

X ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934

               For the fiscal year ended March 31, 2001


   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
   EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

        For the transition period from ________ to _________.

                   Commission file number: 0-26680


                       NICHOLAS FINANCIAL, INC.
            (Name of Small Business Issuer in its Charter)

       British Columbia, Canada                   8736-3354
   (State or Other Jurisdiction of             (I.R.S. Employer
    Incorporation or Organization            Identification No.)

                       Nicholas Financial, Inc.
                 2454 McMullen Booth Road, Building C
                      Clearwater, Florida  33759
        (Address of Principal Executive Offices)    (Zip Code)

           Issuer's Telephone Number, Including Area Code:
                            (727) 726-0763


 Securities registered under Section 12(b) of the Exchange Act:  None

    Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock ($0.01 Par Value)

Check whether the issuer: (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the past 12 months
(or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes  X    No

Check if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of the registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III
of this Form 10-KSB or any amendment to this Form 10-KSB.  The
issuer's revenues for its most recent fiscal year ended March 31, 2001
were $17,797,026.As of May 31, 2001, 2,317,108 shares of the

Registrant's common stock were outstanding, and the aggregate market
value of the shares held by non-affiliates was approximately
$9,531,802.

DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrant's Proxy
Statement for the Annual Meeting of Stockholders currently expected to
be held on August 7, 2001, to be filed with the Commission pursuant to
Regulation 14A, are incorporated by reference in Part III of this
Report.

Transitional Small Business Disclosure Format(check one) :  Yes   No X

<PAGE>

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<PAGE> 1

                NICHOLAS FINANCIAL, INC. & SUBSIDIARIES
                       FORM 10-KSB ANNUAL REPORT

                           TABLE OF CONTENTS
PART I                                                   Page No.

     Item 1.      Description of Business.....................3
     Item 2.      Description of Properties..................12
     Item 3.      Legal Proceedings..........................12
     Item 4.      Submission of Matters to a Vote of
                  Security Holders...........................12

PART II

     Item 5.      Market for Common Equity and Related
                  Stockholder Matters........................13
     Item 6.      Management's Discussion and Analysis
                  of Financial Condition and Results of
                  Operations.................................14
     Item 7.      Financial Statements.......................19
     Item 8.      Changes In and Disagreements With
                  Accountants on Accounting and
                  Financial Disclosure.......................41

PART III

     Item 9.      Directors, Executive Officers, Promoters
                  and Control Persons;Compliance with
                  Section 16 (a) of the Exchange Act.........41
     Item 10.     Executive Compensation.....................41
     Item 11.     Security Ownership of Certain Beneficial
                  Owners and Management......................41
     Item 12.     Certain Relationships and Related
                  Transactions...............................41
     Item 13.     Exhibits and Reports on Form 8-K...........42



<PAGE> 2


Forward-Looking Information

      This  report  on  Form  10-KSB contains various  forward-looking
statements within the meaning of Section 27A of the Securities Act  of
1933  and  Section  21E of the Securities Exchange  Act  of  1934  and
information that is based on management's beliefs and assumptions,  as
well  as information currently available to management.  When used  in
this  document,  the  words  "anticipate," "estimate,"  "expect,"  and
similar   expressions   are   intended  to  identify   forward-looking
statements.    Although  Nicholas  Financial,  Inc.,   including   its
subsidiaries ("the Company"), believes that the expectations reflected
in  such  forward-looking statements are reasonable, it  can  give  no
assurance  that  such  expectations will prove  to  be  correct.  Such
statements   are   subject   to  certain  risks,   uncertainties   and
assumptions.   Should  one  or more of these  risks  or  uncertainties
materialize, or should underlying assumptions prove incorrect,  actual
results  may  vary  materially from those  anticipated,  estimated  or
expected.   Among  the key factors that may cause  actual  results  to
differ  materially from those projected in forward-looking  statements
include  fluctuations  in  the  economy,  the  degree  and  nature  of
competition,  fluctuations  in interest  rates,  demand  for  consumer
financing in the markets served by the Company, the Company's products
and  services,  increases in the default rates experienced  on  retail
installment  sales  contracts,  adverse  regulatory  changes  in   the
Company's  existing and future markets, and the Company's  ability  to
expand  its  business, including its ability to complete  acquisitions
and  integrate the operations of acquired businesses, to  recruit  and
retain qualified employees, to expand into new markets and to maintain
profit  margins  in  the  face of increased pricing  competition.  All
forward-looking  statements  included in  this  report  are  based  on
information  available  to the Company on the  date  hereof,  and  the
Company  assumes  no  obligation to update  any  such  forward-looking
statement. Prospective investors should also consult the risk  factors
described  from time to time in the Company's reports on Forms  10-QSB
and 10-KSB and annual reports to shareholders.


<PAGE> 3


                                PART I
Item 1.     Description of Business

General

      Nicholas  Financial,  Inc. ("Nicholas  Financial-Canada")  is  a
Canadian  holding  company  incorporated under  the  laws  of  British
Columbia  in  1986.   The business activities of  Nicholas  Financial-
Canada  are  conducted  through its wholly-owned  subsidiaries  formed
pursuant to the laws of the State of Florida, Nicholas Financial, Inc.
("Nicholas  Financial")  and Nicholas Data  Services,  Inc.,  ("NDS").
Nicholas  Financial is a specialized consumer finance company  engaged
primarily  in  acquiring  and  servicing installment  sales  contracts
("Contracts")  for  purchases of new and used  automobiles  and  light
trucks.  To  a  lesser extent, the Company also makes direct  consumer
loans   and   sells  consumer-finance  related  products   ("Insurance
Products").   NDS is engaged in designing, developing,  marketing  and
supporting  industry specific computer application software for  small
businesses located primarily in the Southeast United States.  Nicholas
Financial's  financing activities accounted for approximately  98%  of
consolidated  revenues for the fiscal year ended March  31,  2001  and
NDS's  activities  accounted for approximately  2%  of  such  revenues
during the same period.

       Nicholas  Financial-Canada,  Nicholas  Financial  and  NDS  are
hereafter collectively referred to as the "Company".  Unless otherwise
specified,  all financial information herein is designated  in  United
States currency.

      The  Company's principal executive offices are located  at  2454
McMullen  Booth  Road, Building C, Clearwater Florida 33759,  and  its
telephone number is (727) 726-0763.

Automobile Finance Business - Indirect Loans

      The  Company  is engaged in the business of providing  financing
programs, primarily on behalf of purchasers of new and used  cars  and
light  trucks who meet the Company's credit standards, but who do  not
meet  the  credit standards of traditional lenders, such as banks  and
credit unions, because of the age of the vehicle being financed and/or
the  customer's job instability or credit history. Unlike  traditional
lenders, which look primarily to the credit history of the borrower in
making  lending  decisions and typically finance new automobiles,  the
Company  is  willing  to  purchase  installment  sales  contracts  for
purchases made by borrowers who do not have a good credit history  and
for  older  model  and high mileage automobiles. In  making  decisions
regarding the purchase of a particular installment sales contract  the
Company considers the following factors related to the borrower: place
and  length  of  residence, current and prior job status,  history  in
making installment payments for automobiles, current income and credit
history.  In addition, the Company examines its prior experience  with
Contracts  purchased  from  the  dealer  from  which  the  Company  is
purchasing  the Contract, and the value of the automobile in  relation
to the purchase price and the term of the installment sales Contract.

     The Company's automobile finance programs are currently conducted
in  Florida,  Georgia and North Carolina only under the name  Nicholas
Financial, Inc. The Company currently operates fourteen branch offices
in  Florida, four branch offices in Georgia and two branch offices  in
North  Carolina.   As of March 31, 2001 the Company had  non-exclusive
agreements with approximately 700 dealers for the purchase  of  retail
installment sales contracts (the "Contracts") that meet the  Company's
financing  criteria.   The dealer agreements  require  the  dealer  to
originate Contracts in accordance with the Company's guidelines.

     The obligors under the Contracts typically make down payments, in
the form of cash or trade-in, ranging from 5% to 20% of the sale price
of  the  vehicle financed.  The balance of the purchase price  of  the
vehicle  plus  taxes,  title  fees and, if  applicable,  premiums  for
extended  service  contracts,  accident and  health  insurance  and/or
credit life insurance, are generally financed over a period of  12  to
60  months. Accident  and   health   insurance  coverage  enables  the
borrower to make required payments under the Contract in the event the
borrower becomes unable  to  work   because  of  illness  or  accident
and  credit  life insurance  pays the borrower's obligations under the
Contract upon his or her death.

<PAGE> 4

      The Company purchases Contracts from the automobile dealer at  a
negotiated price that is less than the original principal amount being
financed  {the  discount} by the purchaser  of  the  automobile.   The
amount of the discount depends upon factors such as the age and  value
of  the  automobile  and the credit worthiness of  the  purchaser.  In
certain  markets, competition determines the discount that the Company
can  charge. Historically, the Contracts purchased by the Company have
been  purchased at discounts that range from 1% to 15% of the original
principal  amount of the Contract.  In addition to the  discount,  the
Company  charges  the  dealer a processing fee  of  $75  per  Contract
purchased.  Virtually  all Contracts purchased by  the  Company  since
April  1,  1992  have  been purchased from dealers  without  recourse,
meaning that the Company, not the dealer, bears the risk of nonpayment
by  the  borrower  under the Contract. Prior to  April  1,  1992  some
Contracts  were  acquired with full recourse against  the  dealer  for
nonpayment  by the borrower.  As of March 31, 2001, substantially  all
of  the  Company's  loan portfolio consisted of  Contracts  that  were
purchased without recourse against the dealer.  Although substantially
all  the  Contracts  in  the Company's loan  portfolio  were  acquired
without  recourse,  the  dealer remains  liable  to  the  Company  for
liabilities  arising from certain representations and warranties  made
by  the dealer with respect to compliance with applicable federal  and
state laws and valid title to the vehicle.

      The  Company purchases a Contract only after the dealer and  the
Company  arrive at a negotiated price for the Contract and the  dealer
has provided the Company with the requisite proof that the vehicle  is
properly titled, that the Company has a perfected first priority  lien
on  the  financed vehicle, that the customer has obtained the required
collision  insurance naming the Company as loss  payee  and  that  the
installment sales contract has been fully and accurately completed and
validly  executed.  Once  the Company has received  and  approved  all
required  documents, it pays the dealer for the Contract and commences
servicing the Contract through maturity.

      The  Company  requires the owner of the vehicle  to  obtain  and
maintain  collision insurance, naming the Company as the  loss  payee,
with  a  deductible of not more than $500. The Company does not  offer
collision insurance. Both the Company and the dealers offer purchasers
of  vehicles  certain  other  "add on products".  These  products  are
offered  by  the dealer on behalf of the Company or by the  automobile
dealer  on behalf of the dealership at the time of sale. They  consist
of  a  roadside assistance plan, extended warranty protection,  credit
life  insurance,  credit  accident and  health  insurance  and  credit
property  insurance. If the purchaser so desires, the  cost  of  these
products  may  be included in the amount financed under the  Contract.
As  of  March  31,  2001,  approximately 20% of  the  borrowers  under
Contracts in the Company's loan portfolio had elected to purchase "add
on products".

      The  following table sets forth certain information for each  of
the  fiscal  years ended March 31, 2001, 2000 and 1999,  respectively,
relating to the Company's automobile finance business:

<TABLE>

                                  2001       2000        1999
                             -------------------------------------
    <S>                     <C>          <C>           <C>
     Contracts purchased  -
      Face value             $51,193,231  $41,507,381  $32,901,892

     Number   of  contracts
     purchased                     6,400        5,264        4,242

     Weighted APR (1)             24.70%       24.67%       24.53%

     Discount                      8.36%        8.63%        9.63%

     (1) "APR" means the annual interest rate payable by the borrower.

</TABLE>

<PAGE> 5

Direct Consumer Loans

      Although  the Company is licensed to make small direct  consumer
loans up to $25,000, the average loan made to date by the Company  had
an initial principal balance of approximately $2,500. The Company does
not  expect the average loan size to increase significantly within the
foreseeable future and does not presently intend to make loans at  the
maximum  size  permitted under its license.  The Company offers  loans
primarily to borrowers under the Contracts previously purchased by the
Company.   In  deciding whether or not to make  a  loan,  the  Company
considers  the individual's credit history, job stability, income  and
impressions  created during a personal interview with a  Company  loan
officer.   Additionally,  because  approximately  90%  of  the  direct
consumer  loans  made  to  date  have been  made  to  borrowers  under
Contracts previously purchased by the Company, the payment history  of
the  borrower under the Contract is a significant factor in making the
loan  decision.   The direct consumer loan program was implemented  in
April  1995  and currently accounts for less than 5% of total  revenue
for  the  Company.  As of March 31, 2001, loans made  by  the  Company
pursuant to its direct consumer loan program constituted approximately
4.3%   of  the  aggregate  principal  amount  of  the  Company's  loan
portfolio.

      In  connection with its direct consumer loan program the Company
also  offers  health and accident insurance coverage and  credit  life
insurance  to borrowers. Borrowers in approximately 65% of  the  1,256
direct consumer loan transactions outstanding as of March 31, 2001 had
elected  to  purchase insurance coverage offered by the Company.   The
cost  of  this  insurance is included in the amount  financed  by  the
borrower.

      The  following table sets forth certain information for each  of
the  fiscal  years ended March 31, 2001, 2000 and 1999,  respectively,
relating to the Company's direct consumer loan business:


<TABLE>
                                2001        2000          1999
                           --------------------------------------
    <S>                    <C>           <C>          <C>
     Loans purchased-
     Face value             $5,142,122    $4,511,897   $2,703,008

     Number of loans
     purchased                   1,143         1,011          659

     Weighted APR (1)           25.85%        26.07%       26.49%


     (1) "APR" means the annual interest rate payable by the borrower.

</TABLE>

Financing Sources

      The  Company  finances  the acquisition of  Contracts  with  its
retained  earnings, cash flow from operations, loans  from  investors,
insiders and a revolving line of credit with BankofAmerica. In  August
2000, the Company expanded its line of credit capacity to $60 million,
extended  the  maturity  date of such line to November  30,  2002  and
reduced the rate of interest payable under the line. In February 2001,
the  Company  further  expanded its line of  credit  capacity  to  $75
million. No assurance can be given that the size of the line  will  be
increased  or that the maturity date will be extended beyond  November
30, 2002.

     As of March 31, 2001, the Company owed approximately $1.0 million
to  five  investors who purchased notes issued by the  Company.  These
notes  bear  interest at 12%. Two of the notes totaling  $700,000  are
convertible  to  common stock at a price of $4.50 per share.  In  some
cases,  the Company's obligation to repay the note is subordinated  to
payment of its obligations under the BankAmerica line of credit.

<PAGE> 6

      The  BankAmerica line of credit is secured by all assets of  the
Company. The interest rate payable by the Company on funds drawn under
the line of credit is based on either the current prime rate published
by  BankAmerica  or  several Libor pricing  options.  In  addition  to
interest, the Company also pays a monthly fee to BankAmerica equal  to
 .25%  of  the amount available under the line of credit that  has  not
been  drawn  upon.  As  of  March 31,  2001,  the  Company  had  drawn
approximately $48 million under the line of credit.

Underwriting Guidelines

      The  Company's typical customer is 30 years old, has  a  monthly
gross  income of $1,500 and a credit history that fails  to  meet  the
lending  standards of most banks and credit unions.  Among the  credit
problems  experienced by the Company's customers that  resulted  in  a
poor  credit  history are: unpaid revolving credit  card  obligations;
unpaid  medical  bills;  unpaid student loans; prior  bankruptcy;  and
evictions  for  nonpayment  of rent.  The Company  believes  that  its
customer profile is similar to that of its direct competitors.

      Prior to its approval of the purchase of a Contract, the Company
is  provided with a standardized credit application completed  by  the
consumer   which  contains  information  relating  to  the  consumer's
background,  employment, and credit history. The Company also  obtains
credit  reports from Equifax, TRW or TransUnion which are  independent
reporting  services.  The Company verifies the  consumer's  employment
history, income and residence. In most cases consumers are interviewed
by telephone by a Company application processor.

     The Company has established internal buying guidelines to be used
by  its  Branch Managers and underwriters  when purchasing  Contracts.
Any  Contract that does not meet these guidelines must be approved  by
the  senior management of the Company. The Company currently has three
Regional  Managers charged with managing the specific  branches  in  a
defined  geographic area. In addition to a variety  of  administrative
duties,  the  Regional Managers are responsible for  monitoring  their
assigned   branch's   compliance  with  the   Company's   underwriting
standards.

      The  Company  continues to utilize its Loss Recovery  Department
("LRD") formally known as the Special Operations Department ("SOD)  to
perform  on-site  audits  of  branch compliance  with  Company  buying
guidelines. LRD audits Company branches on a schedule that is variable
depending on the size of the branch, length of time a branch has  been
open,  current  tenure  of the branch manager, previous  branch  audit
score  and  current and historical branch profitability.  LRD  reports
directly  to  the  Accounting  and Administrative  Management  of  the
Company. The Company believes that an independent review and audit  of
its branches that is not tied to the sales function of the Company  is
imperative in order to assure the information obtained is impartial.

      The  Company uses essentially the same criteria in  analyzing  a
direct  consumer  loan  as  it does in analyzing  the  purchase  of  a
Contract. Lending decisions regarding direct consumer loans  are  made
based  upon  a  review  of  the customer's  loan  application,  credit
history,  job stability, income, in-person interviews with  a  Company
loan  officer and the value of the collateral offered by the  borrower
to secure the loan.  To date, since approximately 90% of the Company's
direct loans have been made to individuals whose automobiles have been
financed  by  the  Company, the customer's payment history  under  the
automobile installment sale agreement is a significant factor  in  the
lending  decision.  The decision process with respect to the  purchase
of Contracts is similar, although the customer's prior payment history
with  automobile loans is weighted more heavily in the decision making
process  and the collateral value of the automobile being financed  is
considered.

      After reviewing the information included in the loan application
and  taking  the  other factors into account, Company  representatives
categorize   the   borrower   using   internally   developed    credit
classifications  of  "A", indicating higher creditworthiness,  through
"D",  indicating  lower  creditworthiness. In  the  absence  of  other
factors, such as a favorable payment history on a Contract held by the
Company,  the  Company generally makes direct consumer loans  only  to
individuals rated in categories "B" or higher.  Contracts are financed
for  individuals who fall within all four acceptable rating categories
utilized, "A" through "D".  Usually borrowers who fall within the  two
highest  categories are purchasing a two to four year old, low mileage
used  automobile  from the inventory of a new car or franchise  dealer
while  borrowers in the two lowest categories are purchasing an older,
high mileage automobile from an independent used automobile dealer.

<PAGE> 7

      Upon  credit  approval of the customer and the  receipt  of  all
required  title  and  insurance documentation, the  Company  pays  the
dealer for the Contract.  The Company typically purchases the Contract
for  a  price that approximates the wholesale value of the  automobile
being financed.  The amount the Company is willing to pay a dealer for
a  particular Contract depends upon the credit rating of the customer.
The  Company  will pay more (e.g. purchase the Contract at  a  smaller
discount  from  the original principal amount) for  Contracts  as  the
credit  risk of the customer improves. The discounts from the  initial
principal amount of Contracts purchased by the Company range  from  1%
to 15%.

Servicing and Monitoring of Contracts

      The  Company  requires  all customers  to  obtain  and  maintain
collision  insurance  covering damage  to  the  vehicle.   Failure  to
maintain  insurance constitutes a default under the Contract  and  the
Company  may  at  its  discretion repossess the  vehicle.   To  reduce
potential  loss due to insurance lapse, the Company has the legal  and
contractual  right  to  force  place  its  own  collateral  protection
insurance policy which covers loss due to physical damage to  vehicles
not covered by collision insurance.

      The Company's Management Information Services personnel maintain
a  number  of  reports to monitor compliance by borrowers  with  their
obligations  under  Contracts and direct loans made  by  the  Company.
These  reports  may  be accessed on a real-time basis  throughout  the
Company by management personnel, including branch office managers  and
staff,  at  computer  terminals located in the main  office  and  each
branch  office.   The  reports  include:  delinquency  aging  reports,
insurance  due reports, customer promises reports, vehicle information
reports,  purchase  reports,  dealer  analysis  reports,  static  pool
reports, and repossession reports.

      The  delinquency report is an aging report that  provides  basic
information  regarding each account and indicates  accounts  that  are
past due.  The report includes information such as the account number,
address  of the borrower, home and work phone numbers of the borrower,
original   term  of  the  Contract,  number  of  remaining   payments,
outstanding balance, due dates, date of last payment, number  of  days
past due, scheduled payment amount, amount of last payment, total past
due, and special payment arrangements or agreements.

      Accounts that are less than 120 days matured are included on the
delinquency report on the first day that the contract is contractually
past  due. After an account has matured more than 120 days, it is  not
included on the delinquency report until it is 11 days past due.  Once
an  account  becomes  30 days past due, repossession  proceedings  are
implemented  unless  the  borrower  provides  the  Company   with   an
acceptable explanation for the delinquency and displays a willingness,
ability  to  make  the payment, and there is an agreed  upon  plan  to
return the account to current status.  When an account is 60 days past
due,  the Company ceases amortization of the Contract and repossession
proceedings are initiated.  At 120 days delinquent, if the vehicle has
not  yet been repossessed, the account is written off.  Once a vehicle
has  been  repossessed, the related loan balance no longer appears  on
the delinquency report.  It then appears on the Company's repossession
report and is sold, either at auction or to an automobile dealer.

      When  an  account  becomes delinquent, the  Company  immediately
contacts the borrower to determine the reason for the delinquency  and
to  determine if arrangements for payment can appropriately  be  made.
Once  payment arrangements acceptable to the Company have  been  made,
the  information is entered in its database and is used to generate  a
"Promises  Report",  which  is utilized by the  collection  staff  for
account follow up.

<PAGE> 8

      The  Company generates an insurance report to monitor compliance
with  the  insurance obligations imposed upon borrowers.  This  report
includes  the  account  number,  name and  address  of  the  borrower,
information regarding the insurance carrier, summarizes the  insurance
coverage,  identifies the expiration date of the policy, and  provides
basic  information  regarding  payment  dates  and  the  term  of  the
Contract.   This  report assists the Company in identifying  borrowers
whose  insurance  policy is up for renewal or  in  jeopardy  of  being
canceled.   The  Company sends written notices to,  and  makes  direct
contact with, borrowers whose insurance policies are about to lapse or
be  canceled.   If  the borrower fails to provide  proof  of  coverage
within  30  days of notice, the Company has the option  of  purchasing
insurance  and adding the cost and applicable finance charges  to  the
balance of the Contract.

       The  Company  prepares  a  repossession  report  that  provides
information  regarding repossessed vehicles and aids  the  Company  in
disposing   of  repossessed  vehicles.   In  addition  to  information
regarding the borrower, this report provides information regarding the
date of repossession, date the vehicle was sold, number of days it was
held  in  inventory  prior to sale, year and make  and  model  of  the
vehicle,  mileage,  payoff amount on the Contract,  NADA  book  value,
Black  Book  value,  suggested sale price, location  of  the  vehicle,
original  dealer, and notes other information that may be  helpful  to
the Company such as the condition of the vehicle.

      The Company also prepares a dealer analysis report that provides
information  regarding each dealer from which it purchases  Contracts.
This  report allows the Company to analyze the volume of business done
with  each  dealer and the terms on which it purchased Contracts  from
the dealer.

      The Company's policy is to aggressively pursue legal remedies to
collect  deficiencies from customers. Delinquency notices are sent  to
customers and verbal requests for payment are made beginning  when  an
account  becomes 11 days delinquent.  When an account becomes 30  days
delinquent   and  the  borrower  has  not  made  payment  arrangements
acceptable to the Company or has failed to respond to the requests for
payment,  a  repossession request form is prepared by the  responsible
branch  office  employee for approval by the branch  manager  for  the
vicinity  in  which the borrower lives. Once the repossession  request
has  been  approved, first by the Branch Manager and secondly  by  his
Regional Manager, it must then be approved by a corporate officer. The
repossessor delivers the vehicle to a secure location specified by the
Company  where  it  is held. The Company maintains relationships  with
several licensed repossession firms which repossess vehicles for  fees
that  range  from  $150  to  $350 for each  vehicle  repossessed.   As
required  by Florida, Georgia and North Carolina law, the customer  is
notified by certified letter that the vehicle has been repossessed and
that to retain the vehicle they must make arrangements satisfactory to
the Company and pay the amount owed under the Contract within ten days
after  delivery of the letter.  The minimum requirement for return  of
the  vehicle is payment of all past due amounts under the Contract and
all expenses associated with the repossession incurred by the Company.
If  satisfactory arrangements for return of the vehicle are  not  made
within  the  statutory period, the Company then  sends  title  to  the
vehicle  to  the state title transfer department which then  registers
the vehicle in the name of the Company.  The Company then either sells
the vehicle to a dealer or has it transported to an automobile auction
for  sale.  On average, approximately 30 days lapse between  the  time
the Company takes possession of a vehicle and the time it is sold by a
dealer or at auction.  During its most recent fiscal year, repossessed
vehicles have been sold at prices that average approximately $1,200 to
$1,800 less than the price paid by the Company for the Contract.  When
the  Company  determines  that there is  a  reasonable  likelihood  of
recovering  part or all of any deficiency against the  borrower  under
the  Contract, it pursues legal remedies available to it including law
suits,  judgement  liens  and  wage  garnishments.  Historically,  the
Company  has  recovered  approximately 12% of deficiencies  from  such
borrowers.

<PAGE> 9

Marketing and Advertising

      The  Company's  Contract marketing efforts are  directed  toward
automobile  dealers. The Company attempts to meet  dealers'  needs  by
offering   highly-responsive,  cost-competitive  and  service-oriented
financing  programs.  The Company relies on its  Regional  and  Branch
Managers  to  solicit agreements for the purchase  of  Contracts  with
automobile  dealers  located within a 25 mile radius  of  each  branch
office. The Branch Manager provides dealers with information regarding
the Company and the general terms upon which the Company is willing to
purchase  Contracts.  The Company presently has no plans to  implement
any  other forms of advertising for the purchase of Contracts such  as
radio or newspaper advertisements.

      Currently,  the  primary  method  utilized  by  the  Company  in
soliciting borrowers under its direct consumer loan program is through
direct mailings followed by telephone calls to individuals who have  a
good  credit history with the Company with Contracts purchased by  the
Company.  The  Company to some extent uses direct  mail  marketing  to
those customers who meet the criteria for a consumer loan.


The  Industry

      The non-prime automobile finance market is highly fragmented and
historically  has  been serviced by a variety of  financial  entities,
including   captive   finance   subsidiaries   of   major   automobile
manufactures,  banks, independent finance companies,  and  small  loan
companies.  Many  of  these  financial entities  do  not  consistently
provide financing to this market. Although prime borrowers represent a
large  segment  of  the automobile financing market,  there  are  many
potential  purchasers  of  automobiles who do  not  qualify  as  prime
borrowers.  Purchasers  considered by  the  Company  to  be  non-prime
borrowers  are  generally  unable to obtain  credit  from  traditional
sources  of  automobile financing. The Company believes that,  because
these potential purchasers represent a substantial market, there is  a
demand  by  automobile dealers with respect to financing for non-prime
borrowers   that  has  not  been  effectively  served  by  traditional
automobile financing sources.


Computerized Information System

      The  Company's  operations utilize integrated  computer  systems
developed  by  NDS  to  enhance its ability  to  respond  to  customer
inquiries, to monitor the performance of its indirect and direct  loan
portfolio and the performance of individual borrowers under Contracts.
All  personnel  are  provided  with instant,  simultaneous  access  to
information  from a single shared database.  The Company  has  created
specialized programs to automate the tracking of loans from inception.
The  capacity  of the networking system includes the Company's  branch
office locations.  See the discussion below the caption "Servicing and
Monitoring  of  Contracts"  for a summary  of  the  different  reports
prepared by the Company.

<PAGE> 10

Strategy

      The Company's business strategy is to continue its growth and to
increase its profitability through greater penetration in its  current
markets,   controlled  geographic  expansion  into  new  markets   and
selective  portfolio acquisitions. As of the date of this report,  the
Company has no commitments or agreements in principle with respect  to
any   expansion   into  new  geographic  markets  or   any   portfolio
acquisitions.  The  Company  also intends to  continue  its  expansion
through the increased origination of additional direct consumer loans.
The Company believes that opportunity for growth continues to exist in
the  States  of  Florida, Georgia and North Carolina  and  intends  to
continue its expansion activities in such states. The Company is  also
exploring the possibility of expanding into other Southeastern States.
No assurances can be given, however, that such expansion will occur.

Competition

       The   consumer  finance  industry  is  fragmented  and   highly
competitive.   There  are  numerous financial service  companies  that
provide consumer credit in the markets served by the Company including
banks, other consumer finance companies, and captive finance companies
owned  by  automobile  manufacturers and  retailers.   Many  of  these
companies  have significantly greater resources than the Company.  The
Company  does not believe that increased competition for the  purchase
of  Contracts will cause a reduction in the interest rate  payable  by
the  purchaser of the automobile.  However, increased competition  for
the  purchase of Contracts will enable automobile dealers to shop  for
the best price, thereby giving rise to an erosion in the discount from
the initial principal amount at which the Company would be willing  to
purchase Contracts.

     The Company's target market consists of persons who are generally
unable  to  obtain  traditional used car financing  because  of  their
credit  history, the vehicle's mileage or age.  The Company  has  been
able to expand its automobile finance business in the non-prime credit
market by offering to purchase Contracts on terms that are competitive
with those of other companies which purchase automobile receivables in
that  market segment.  Because of the daily contact that many  of  its
employees  have with automobile dealers located throughout the  market
areas  served by it, the Company is generally aware of the terms  upon
which  its  competitors  are  offering  to  purchase  Contracts.   The
Company's  policy  is  to  modify its terms  if  necessary  to  remain
competitive.  The  Company has no intention  and  will  not  sacrifice
credit  quality, its purchasing criteria or prudent business practices
in  order to meet the competition or be driven by unrealizable  growth
expectations. The Company expects to analyze new lending programs  and
marketing  methods  which may be implemented  with  the  objective  of
increasing  profits and or its market share, including the possibility
of  offering to purchase portfolios of seasoned Contracts from dealers
in bulk transactions from $100,000 to $10,000,000.

     The Company's ability to compete effectively with other companies
offering similar financing arrangements depends upon maintaining close
business  relationships with dealers of new  and  used  vehicles.   No
single  dealer out of the approximately 700 dealers that  the  Company
has  contractual  relationships with accounted  for  over  3%  of  its
business  volume for the fiscal years ended March 31,  2001,  2000  or
1999, respectively.

<PAGE> 11

Regulation

      The  Company's  financing operations are subject to  regulation,
supervision  and  licensing under various  Federal,  State  and  local
statutes  and ordinances.  Additionally, the procedures that  must  be
followed  by  the  Company  in connection  with  the  repossession  of
vehicles  securing Contracts are regulated by each of  the  states  in
which  the  Company  does business. To date, the Company's  operations
have been conducted exclusively in the States of Florida, Georgia  and
North  Carolina.  Accordingly, the laws of  such  states  as  well  as
applicable  Federal laws, govern the Company's operations.  Compliance
with  existing laws and regulations applicable to the Company has  not
had  a  material adverse effect on the Company's operations  to  date.
Management  believes  that  it maintains all  requisite  licenses  and
permits and is in material compliance with all applicable Local, State
and Federal regulations.

     The Company maintains a Retail Installment Seller's License and a
Sales  Finance Company License with the Florida Department of  Banking
and  Finance,  the  Georgia Secretary of State  (Business  Services  &
Regulation)  and  the North Carolina Secretary of State.  Pursuant  to
regulations of the State of Florida governing the Company's  financing
business activities, the Department of Banking and Finance conducts an
on  site  audit of each of the Company's Florida branches annually  to
monitor  compliance with the applicable regulations.  The  regulations
govern, among other matters, licensure requirements, requirements  for
maintenance of proper records, payment of required fees to  the  State
of  Florida, Georgia and North Carolina, maximum interest  rates  that
may be charged on loans to finance used vehicles and proper disclosure
to customers regarding financing terms.


Employees

      The Company's executive management and various support functions
are centralized at the Company's Corporate Headquarters in Clearwater,
Florida.   As  of March 31, 2001 the Company employed a  total  of  95
persons,  five of whom work for NDS and 90 of whom work  for  Nicholas
Financial.  The Company provides paid holidays, vacation,  sick  time,
jury  time, health and life insurance, long-term disability insurance,
dental  insurance  and  a  retirement plan  that  includes  a  Company
matching formula on employee contributions as well as a Company profit
sharing  contribution for all qualified employees.  No  employees  are
covered  by a collective bargaining agreement and the Company believes
it has good relations with its employees.

<PAGE> 12

Item 2. Description of Properties

     The Company leases its Headquarters and branch office facilities.
Its  Headquarters, located at 2454 McMullen Booth Road, Building C  in
Clearwater, Florida, consist of approximately 6,800 square feet.   The
Company  occupies  the  space pursuant to a lease  that  commenced  on
January 1, 2000 and expires on December 31,  2004. The current monthly
rent  is $7,855, with annual increases of approximately 2.25% in  each
subsequent year of the lease. Management believes this office space is
adequate to meet its needs for the foreseeable future.

      Each  of  the  Company's 20 branch offices located  in  Florida,
Georgia  and  North  Carolina consists of approximately  1,200  square
feet.  These offices are located in office parks, shopping centers  or
strip  malls and are occupied pursuant to leases with an initial  term
of  from  two to five years at annual rates ranging from approximately
$8.00  to  $16.00  per  square foot. The Company believes  that  these
facilities  and  additional or alternate space  available  to  it  are
adequate to meet its needs for the foreseeable future.


Item 3. Legal Proceedings

     The Company is not a party to any pending legal proceedings other
than  ordinary routine litigation incidental to its business  none  of
which,  in  the  opinion of management, will have a  material  adverse
effect  on  the Company's business, financial position or  results  of
operations.


Item 4. Submission of Matters to a Vote of Security Holders

      No  matters were submitted to a vote of security holders  during
the quarter ended March 31, 2001.


<PAGE> 13

                               PART II

Item 5. Market for Common Equity and Related Stockholder Matters

     Since December 23, 1997, the Company's Common Stock has traded on
the  NASDAQ  SmallCap  System.  Effective May 5, 1999,  the  Company's
trading  symbol changed from "NICKF" to "NICK". Share information with
respect  to  the Common Stock is set forth in the "Selected  Quarterly
Data" table included below.

      As  of  March 31, 2001, there were approximately 450 holders  of
record  of  the  Company's Common Stock. Holders of Common  Stock  are
entitled  to  receive dividends if and when declared by the  Board  of
Directors  out of funds legally available therefore. To date,  it  has
been the Company's policy to retain earnings to finance the growth  of
its  business. Accordingly, the Company has not declared or  paid  any
cash  dividends since its inception and does not anticipate  declaring
or  paying any cash dividends in the foreseeable future. Any dividends
on  the  Common Stock will be at the sole discretion of the  Board  of
Directors  and  will depend upon the Company's profitability,  capital
requirements,   requirements  of  the  Company's  lenders,   statutory
restrictions and other factors deemed relevant by the Company's  Board
of Directors.

     The following table reflects the high and low sale prices for the
Company's Common Stock as reported by the NASDAQ Stock Market for each
of the periods indicated.

<TABLE>
<CAPTION>
Price Range of Common Stock:

<S>                                       <C>          <C>
                                             High         Low
Fiscal Year ended March 31, 2001
     First Quarter ............             $5.63       $4.50
     Second Quarter.........                 5.25        4.50
     Third Quarter...........                5.00        4.13
     Fourth Quarter............              5.44        4.31

                                             High         Low
Fiscal Year ended March 31, 2000
     First Quarter ...........              $4.55       $3.50
     Second Quarter...........               5.50        3.63
     Third Quarter............               5.38        4.03
     Fourth Quarter............              5.75        4.13

</TABLE>

<PAGE> 14

Item  6.  Management's Discussion and Analysis of Financial  Condition
and Results of Operations


Overview

     Consolidated net income increased in the fiscal year ended  March
31,  2001 to $3,410,877 or $1.35 per diluted share from $2,577,568  or
$1.01  per  diluted  share in the fiscal year ended  March  31,  2000.
Earnings for the year were favorably impacted by significant growth in
the outstanding loan portfolio.

The following table sets forth certain financial data:

<TABLE>
<CAPTION>

                                           Years Ended March 31
                                           2001            2000
                                       ----------------------------
<S>                                   <C>             <C>
Average Net Finance Receivables(1)     $73,076,939     $55,015,469

Average Indebtedness (2)                46,166,602      34,530,273

Interest Income                         17,386,318      13,557,371

Interest Expense                         3,761,689       2,771,100

Net Interest Income                     13,624,629      10,786,271
                                       ----------------------------
Gross Portfolio Yield (3)                   23.79%          24.64%

Average Cost of Borrowed Funds (2)           8.15%           8.03%

Net Interest Spread (4)                     15.64%          16.61%
                                       ---------------------------
Net Portfolio Yield (3)                     18.64%          19.61%
                                       ---------------------------
Write-off  to Liquidation                    7.21%           6.71%

Net Charge-Off Percentage                    6.16%           5.88%

<FN>

(1)Average  net  finance  receivables represent  the  average  of  net
  finance  receivables  throughout the year.  Net finance  receivables
  represents  gross  finance  receivables less  any  unearned  finance
  charges related to those receivables.

(2)Average  Indebtedness represents the average outstanding borrowings
  under  its  line  of  credit, subordinated debt and  notes  payable.
  Average  cost  of  borrowed  funds represents  interest  expense  as
  percentage of average indebtedness.

(3)Gross portfolio yield represents interest income as a percentage of
  average  finance  receivables.  Net portfolio yield  represents  net
  interest income as a percentage of average finance receivables.

(4)  Net interest spread represents the gross portfolio yield less the
  average cost of borrowed funds.


</TABLE>
<PAGE> 15

Fiscal 2001 compared to Fiscal 2000

Interest Income and Loan Portfolio

     Interest  income  on  finance receivables, predominantly  finance
charge  income,  increased 28% to $17.4 million in  fiscal  2001  from
$13.6  million  in  fiscal  2000. The net finance  receivable  balance
totaled $65.0 million at March 31, 2001, an increase of 25% from $52.0
million  at  March  31,  2000.  The gross finance  receivable  balance
increased  25% to $103.2 million at March 31, 2001 from $82.8  million
at  March 31, 2000. The primary reason interest revenue increased  was
the increase in the outstanding loan portfolio. The primary reason net
finance  receivables  increased  was the  opening  of  two  additional
offices  and the increased receivable base of several existing  branch
offices.

Computer Software Business

       In fiscal 2001, the revenues of NDS were $410,708 compared with
fiscal  2000 revenues of $517,445, a decrease of 21%. Operating income
for  fiscal  2001  was  $25,137 compared with an operating  income  of
$13,205  for fiscal 2000. The Company expects both operating  revenues
and income of NDS to remain stable, although no assurance can be given
in this regard.

Operating Expenses

     Operating  expenses  excluding provision for  credit  losses  and
interest  expense increased to $7.0 million in fiscal 2001  from  $5.8
million   in   fiscal  2000.  This  increase  of  21%  was   primarily
attributable  to  the  opening  of two  additional  branch  locations,
increasing  the  number  of  employees  in  several  existing   branch
locations  and also increasing the number of corporate personnel.  The
Company  increased  its work force from 84 employees  at  the  end  of
fiscal 2000 to 95 employees at the end of fiscal 2001.

Interest Expense

     Interest  expense  increased to $3.8 million in  fiscal  2001  as
compared to $2.8 million in fiscal 2000. This increase was due  to  an
increase in average outstanding borrowings from $34.5 million to $46.2
million.  The average cost of borrowed funds increased from 8.03%  for
fiscal 2000 to 8.15% for fiscal 2001.

<PAGE> 16

Analysis of Credit Losses

    Because of the nature of the borrowers under the Contracts and its
direct  consumer loan program, the Company considers the establishment
of  adequate reserves for credit losses to be imperative.  The Company
segregates  its  Contracts  into pools for  purposes  of  establishing
reserves  for losses.  Each such pool consists of the loans  purchased
by  a  Company branch office during a three month period. The  average
pool  consists  of  77 Contracts with an aggregate  initial  principal
amount  of  approximately $613,534. As of March 31, 2001, the  Company
had 296 active pools.

     The  Company pools Contracts according to branch location because
the  branches  purchase  contracts in  different  markets  located  in
Florida,  Georgia  and North Carolina. All Contracts  purchased  by  a
branch during a fiscal quarter comprise a pool. This method of pooling
by  branch  and  quarter allows the Company to evaluate the  different
markets  where the branches operate. The pools also allow the  Company
to evaluate the different levels of customer income, stability, credit
history, and the types of vehicles purchased in each market.

     A  pool  retains an amount equal to 100% of the discount  into  a
reserve  for  credit  losses. In situations  where,  at  the  date  of
purchase, the discount is determined to be insufficient to absorb  all
potential  losses  associated  with the  pool,  a  portion  of  future
unearned  income associated with that specific pool will be  added  to
the  reserves for credit losses until total reserves have reached  the
appropriate  level.  Subsequent to the purchase, if  the  reserve  for
credit  losses is determined to be inadequate for a pool which is  not
fully  liquidated,  then  a charge to income is  used  to  reestablish
adequate reserves. If a pool is fully liquidated and has any remaining
reserves, the excess reserves are recognized as income.

     In  analyzing  a pool, the Company considers the  performance  of
prior  pools originated by the branch office, the performance of prior
Contracts  purchased from the dealers whose Contracts are included  in
the  current  pool,  the  credit rating of  the  borrowers  under  the
Contracts  in  the  pool, and current market and economic  conditions.
Each  pool  is analyzed monthly to determine if the loss reserves  are
adequate  and  adjustments  are made if  they  are  determined  to  be
necessary.  As of March 31, 2001, the Company had established reserves
for  losses on Contracts of $13,771,714 or 13.34% of gross outstanding
receivables under the Contracts.

<PAGE> 17

      The  following tables present certain information regarding  the
delinquency rates experienced by the Company with respect to Contracts
and under its direct consumer loan program:

<TABLE>
<CAPTION>
                                   Year Ended            Year Ended
                                  March 31, 2001       March 31, 2000
                                 ---------------      ----------------
<S>                           <C><C>       <C>      <C><C>      <C>
Contracts
Gross Balance Outstanding         $98,797,992          $79,218,572

                                Dollar                 Dollar
Delinquencies                   Amount   Percent       Amount   Percent
                              ----------  ------     ----------  ------
30 to 59 days                 $1,363,532   1.38%     $1,575,437   1.99%
60 to 89 days                    328,964   0.33%        171,880   0.22%
90 + days                        182,951   0.19%         79,912   0.10%
                              ----------   -----     ----------  ------
Total Delinquencies           $1,875,447             $1,827,229

Total Delinquencies as a
percent of outstanding balance             1.90%                  2.31%



Direct Loans
Gross Balance Outstanding          $4,406,187           $3,574,364

Delinquencies

30 to 59 days                     56,781   1.29%         15,421   0.43%
60  to 89 days                     2,436   0.06%          6,301   0.18%
90 +  days                         9,659   0.22%          4,746   0.13%
                                 -------   -----        -------   -----
Total Delinquencies              $68,876                $26,468

Total Delinquencies as
apercent of outstanding balance            1.56%                  0.74%

</TABLE>

     The provision for credit losses was $1,470,744 in fiscal 2001  as
compared to $1,069,719 in fiscal 2000. This increase was primarily the
result of a 25% increase in the net portfolio over the prior year. The
Company  increased its total reserve percentage from 13.25%  of  gross
finance receivables for the fiscal year ended March 31, 2000 to 13.34%
for the fiscal year ended March 31, 2001. Management believes that the
reserve  adjustments made during fiscal 2001 are consistent  with  its
reserve methodology.


<PAGE> 18

Income Taxes

      The  provision for income taxes increased 14% to  $2,120,855  in
fiscal  2001  from  $1,853,229 in fiscal 2000 as a  result  of  higher
pretax  income. The Company's effective tax rate decreased from 41.83%
in fiscal 2000 to 38.34% in fiscal 2001.


Net Income

      As  a  result  of the above factors, net income  increased  from
$2,577,568 in fiscal 2000 to $3,410,877 in fiscal 2001.


Liquidity and Capital Resources

The  Company's  cash flows for fiscal 2001 and 2000 are summarized  as
follows:

<TABLE>
<CAPTION>
                                       Fiscal        Fiscal
                                        2001           2000
                                     -----------  -------------
<S>                                 <C>           <C>
Cash provided by (used in):
  Operations                         $5,393,254    $4,946,212
  Investing activities -
     (primarily purchase of
      installment contracts)        (14,644,237)  (13,366,705)
  Financing activities                9,224,967     8,170,258
                                     -----------   ----------
Net decrease in cash                   $(26,016)    $(250,235)
                                     ===========   ==========
</TABLE>


      The  Company's primary use of working capital during fiscal year
2001 was the funding of the purchase of Contracts.  The Contracts were
financed substantially through borrowings on the Company's $75 million
line  of credit.  The line of credit, which expires in November  2002,
is  secured primarily by Contracts, and available borrowings are based
on  a  percentage of qualifying Contracts. As of March  31,  2001  the
Company  had approximately $26.8 million available under the  line  of
credit. Since inception, the Company has also funded a portion of  its
working capital needs from cash flows from operating activities.

      The  self-liquidating nature of installment Contracts and  other
loans enables the Company to assume a higher debt-to-equity ratio than
in most businesses. The amount of debt the Company incurs from time to
time  under  these financing mechanisms depends on the Company's  need
for  cash and ability to borrow under the terms of its line of credit.
The  Company  believes that borrowings available  under  the  line  of
credit  as  well  as cash flow from operations and, if necessary,  the
issuance  of additional subordinated debt and or additional securities
in  the  capital  markets, will be sufficient to meet its  short  term
funding needs.


<PAGE> 19

Impact of Inflation

      The Company is affected by inflation primarily through increased
operating  costs  and expenses including increases in interest  rates.
Inflationary  pressures  on operating costs  and  expenses  have  been
offset by the Company's continued emphasis on stringent operating  and
cost  controls and to a lesser extent by modest increases  in  support
rates from its software subsidiary, NDS. Management believes that  the
Company's  financial  position has enabled it to  negotiate  favorable
interest  rates. No assurances can be given that the Company  will  be
able to continue to do so in the future.

      The  Company  believes  that a downturn  in  the  economy  would
increase  the  number  of  purchasers  of  automobiles  financed  with
Contracts.  During a modest downturn in economic activity more  people
will experience a reduction in income because of downsizing, fewer and
smaller  raises, and the necessity of accepting lower paying jobs.  In
addition,  it  may  be difficult for individuals who have  financially
over-extended themselves to meet their debt obligations and  they  may
find  it  necessary  to  purchase used rather  than  new  automobiles.
Although the number of potential customers can be expected to increase
during  periods of slow economic activity, the number of  defaults  in
payment  obligations can also be expected to increase with a resulting
increase in repossessions of vehicles securing Contracts.  The Company
is  not  able  to  predict whether or not the net  effect  of  such  a
downturn would be favorable or unfavorable to the operating results of
the  Company, although the Company believes that a severe downturn  in
economic  activities  could  have a material  adverse  effect  on  its
business, financial condition and results of operations.

Future Expansion

      The  Company currently intends to continue its expansion through
the  purchase of additional Contracts and the expansion of its  direct
consumer loan program.  In order to increase the size of the Company's
portfolio of Contracts, it will be necessary for the Company  to  open
additional branch offices and increase the size of its revolving  line
of  credit  arrangement,  either with its current  lender  or  another
lender.   The  Company,  from time to time, has  and  will  meet  with
private  investors  and  financial  institutions  that  specialize  in
investing  in subordinated debt. The Company also intends to  continue
its  policy of not paying dividends and using earnings from operations
to  purchase  Contracts  or make direct consumer  loans.  The  Company
believes  that opportunity for growth continues to exist  in  Florida,
Georgia  and  North  Carolina and intends to  continue  its  expansion
activities  in  those  states.  The  Company  is  also  exploring  the
possibility of expanding into additional states; but it does not  have
any  current  plans  to do so. No assurances can  be  given  that  the
Company will be able to continue to expand its operations.


Item 7. Financial Statements

The  following financial statements are filed as part of  this  report
(see pages 20-37)

  Report of Independent Auditors..............................21

  Audited Consolidated Financial Statements

  Consolidated Balance Sheets.................................22
  Consolidated Statements of Income...........................23
  Consolidated Statements of Stockholders' Equity.............24
  Consolidated Statements of Cash Flows.......................25
  Notes to Consolidated Financial Statements..................26

<PAGE> 20


                 (This page intentionally left blank)

<PAGE> 21

                 Report of Independent Auditors

To the Board of Directors of
Nicholas Financial, Inc.

We  have audited the accompanying consolidated balance sheets  of
Nicholas  Financial, Inc. and subsidiaries as of March  31,  2001
and  2000,  and  the related consolidated statements  of  income,
shareholders'  equity and cash flows for the  years  then  ended.
These   financial  statements  are  the  responsibility  of   the
Company's management. Our responsibility is to express an opinion
on these financial statements based on our audits.

We  conducted  our  audits in accordance with auditing  standards
generally accepted in the United States. Those standards  require
that we plan and perform the audit to obtain reasonable assurance
about  whether  the  financial statements are  free  of  material
misstatement.  An  audit includes examining,  on  a  test  basis,
evidence  supporting the amounts and disclosures in the financial
statements.  An  audit  also includes  assessing  the  accounting
principles used and significant estimates made by management,  as
well  as evaluating the overall financial statement presentation.
We  believe  that our audits provide a reasonable basis  for  our
opinion.

In  our  opinion,  the  financial statements  referred  to  above
present  fairly,  in  all  material  respects,  the  consolidated
financial  position of Nicholas Financial, Inc. and  subsidiaries
at March 31, 2001 and 2000, and the consolidated results of their
operations  and  their cash flows for the  years  then  ended  in
conformity with accounting principles generally accepted  in  the
United States.


May 18, 2001
Tampa, Florida

<PAGE> 22

<TABLE>
<CAPTION>
            Nicholas Financial, Inc. and Subsidiaries

                   Consolidated Balance Sheets


                                                    March 31
                                               2001        2000
                                         ---------------------------
<S>                                      <C>            <C>
Assets
Cash                                      $   233,167   $   259,183
Finance receivables, net                   65,040,868    52,015,107
Accounts receivable                            14,468        20,922
Prepaid expenses and other assets             549,186       392,684
Property and equipment, net                   333,759       331,594
Deferred income taxes                       1,070,888     1,115,888
                                         ---------------------------
Total assets                              $67,242,336   $54,135,378
                                         ===========================
Liabilities
Line of credit                            $48,123,426   $38,414,549
Notes payable-related party                   968,008    1,318,008
Accounts payable                            3,017,503    2,695,622
Income taxes payable                           93,819       44,965
Deferred revenues                             611,729      518,718
Other liabilities                                   -       16,232
                                         ---------------------------
Total liabilities                          52,814,485   43,008,094


Shareholders' Equity
Preferred stock, no par: 5,000,000 shares
 authorized;none issued and outstanding             -            -

Common stock, no par: 50,000,000 shares
 authorized; 2,317,108 and 2,352,008 shares
 issued and outstanding, respectively       3,601,292    3,711,602
Retained earnings                          10,826,559    7,415,682
                                        ---------------------------
                                           14,427,851   11,127,284
                                        ---------------------------
Total liabilities and
 shareholders'equity                      $67,242,336  $54,135,378
                                        ===========================

See accompanying notes.

</TABLE>
<PAGE> 23

<TABLE>
<CAPTION>
            Nicholas Financial, Inc. and Subsidiaries

                Consolidated Statements of Income

                                                  Year ended March 31
                                                   2001          2000
                                              ---------------------------
<S>                                          <C>            <C>
Revenue:
 Interest income on finance receivables       $17,386,318    $13,557,371
 Sales                                            410,708        517,445
                                              ---------------------------
                                               17,797,026     14,074,816
Expenses:
 Cost of sales                                     84,870         90,471
 Marketing                                        445,869        396,307
 Administrative                                 6,356,555      5,225,373
 Provision for credit losses                    1,470,744      1,069,719
 Depreciation                                     145,567         91,049
 Interest expense                               3,761,689      2,771,100
                                              ---------------------------
                                               12,265,294      9,644,019
                                              ---------------------------
Operating income before income taxes            5,531,732      4,430,797

Income tax expense:
 Current                                        2,075,855      1,694,061
 Deferred                                          45,000        159,168
                                              ---------------------------
                                                2,120,855      1,853,229
                                              ---------------------------
Net income                                      3,410,877      2,577,568

Retained earnings, beginning of year            7,415,682      4,838,114
                                              ---------------------------
Retained earnings, end of year                $10,826,559     $7,415,682
                                              ===========================
Earnings per share:
 Basic                                              $1.46          $1.10
                                              ===========================
 Diluted                                            $1.35          $1.01
                                              ===========================
Weighted average shares - basic                 2,336,599      2,352,286
                                              ===========================
Weighted average shares - diluted               2,568,866      2,656,315
                                              ===========================

See accompanying notes.
</TABLE>
<PAGE> 24

<TABLE>
<CAPTION>

            Nicholas Financial, Inc. and Subsidiaries

         Consolidated Statement of Stockholders' Equity


                                                                  Total
                               Common Stock         Retained   Shareholders'
                            Shares      Amount      Earnings      Equity
                          ------------------------------------------------
<S>                       <C>        <C>          <C>         <C>
Balance at April 1, 1999   2,349,108  $3,702,587   $4,838,114  $8,540,701
Issuance of common stock       5,000      22,400            -      22,400
Repurchase and retirement
of common stock               (2,100)    (13,385)           -     (13,385)
Net Income                         -           -    2,577,568   2,577,568
                          ------------------------------------------------
Balance at March 31, 2000  2,352,008   3,711,602    7,415,682  11,127,284
                          ------------------------------------------------
Issuance of common stock       1,000       3,400            -       3,400
Issued in connection with
 services rendered                 -      23,600            -      23,600
Repurchase and retirement
 of common stock             (35,900)   (169,794)           -    (169,794)
Settlement of accounts
 receivable from shareholder
 related to exercise
 of options                        -      32,484            -      32,484
Net income                         -           -    3,410,877   3,410,877
                          ------------------------------------------------
Balance at March 31, 2001  2,317,108   $3,601,292 $10,826,559 $14,427,851
                          ================================================


See accompanying notes.

</TABLE>

<PAGE> 25

<TABLE>
<CAPTION>
            Nicholas Financial, Inc. and Subsidiaries

              Consolidated Statements of Cash Flows


                                               Year ended March 31
                                                2001         2000
                                            ------------------------
<S>                                          <C>         <C>
Cash flows from operating activities
Net income                                   $3,410,877   $2,577,568

Adjustments to reconcile net income to net
cash provided
 by operating activities:
Depreciation                                    145,567       91,049
Provision for credit losses                   1,470,744    1,069,719
Deferred income taxes                            45,000      159,168
Changes in operating assets and liabilities:
Accounts receivable                               6,454        2,010
Prepaid expenses and other                     (132,902)     (83,840)
Accounts payable                                321,881      960,266
Income taxes payable                             48,854       44,965
Deferred revenues                                93,011      130,774
Other liabilities                               (16,232)      (5,467)
                                             ------------------------
Net cash provided by operating activities     5,393,254    4,946,212

Investing activities
Increase in finance receivables, net of
 principal collected                        (14,496,505) (13,161,355)
Purchase of property and equipment,
 net of disposals                              (147,732)    (205,350)
                                            -------------------------
Net cash used in investing activities       (14,644,237) (13,366,705)

Financing activities
Repayment of notes payable-related party       (350,000)    (288,757)
Net proceeds from line of credit              9,708,877    8,450,000
(Repurchase) sale of common stock              (133,910)       9,015
                                            -------------------------
Net cash provided by financing activities     9,224,967    8,170,258
                                            -------------------------
Net decrease in cash                            (26,016)    (250,235)
Cash, beginning of year                         259,183      509,418
                                            -------------------------
Cash, end of year                            $  233,167   $  259,183
                                            =========================

See accompanying notes.

</TABLE>
<PAGE> 26

            Nicholas Financial, Inc. and Subsidiaries

           Notes to Consolidated Financial Statements

                         March 31, 2001


1. Organization

Nicholas Financial, Inc. (NFI, Canada) is a Canadian holding
company incorporated under the laws of British Columbia with two
wholly-owned United States subsidiaries, Nicholas Data Services,
Inc. (NDS) and Nicholas Financial, Inc. (NFI). NDS is engaged
principally in the development, marketing and support of computer
application software. NFI is engaged principally in providing
installment sales financing. Both NDS and NFI are based in
Florida, U.S.A. The accompanying financial statements are stated
in U.S. dollars and are presented in accordance with accounting
principles generally accepted in the United States.

2. Accounting Policies

Consolidation

The consolidated financial statements include the accounts of
NFI, Canada and its wholly-owned subsidiaries, NDS and NFI,
collectively referred to as the Company. All intercompany
transactions and balances have been eliminated.

Property and Equipment

Property and equipment are recorded at cost. Expenditures for
repairs and maintenance are charged to expense as incurred.
Depreciation of property and equipment is computed using the
straight-line method over the estimated useful lives of the
assets as follows:

          Automotive                            3 years
          Equipment                             5 years
          Furniture and fixtures                7 years
          Leasehold improvements             Lease term

Allowance for Loan Losses

The allowance for loan losses is increased by charges against
earnings and decreased by charge-offs (net of recoveries). In
addition to the allowance for loan losses, a nonrefundable dealer
reserve has been established using unearned interest and dealer
discounts to absorb potential credit losses. To the extent actual
credit losses exceed these reserves, a bad debt provision is
recorded; and to the extent credit losses are less than the
reserve, the reserve is accreted into income as an adjustment to
the interest yield over the term of the underlying finance
receivables.

<PAGE> 27

2. Accounting Policies (continued)

Management's periodic evaluation of the adequacy of the allowance
is based on the Company's past loan experience, known and
inherent risks in the portfolio, adverse situations that may
affect the borrower's ability to repay, the estimated value of
any underlying collateral, and current economic conditions.

Income Taxes

Income taxes are accounted for under the asset and liability
method. Deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and
liabilities and their respective tax bases and operating loss and
tax credit carryforwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are
expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rate is recognized in
income in the period that includes the enactment date.

Revenue Recognition

Interest income on finance receivables is recognized using the
interest method. Accrual of interest income on finance
receivables is suspended when a loan is contractually delinquent
for 60 days or more or the collateral is repossessed, whichever
is earlier.

Revenues resulting from the sale of hardware and software are
recognized when persuasive evidence of an agreement exists,
delivery of the products has occurred, no significant Company
obligation with regard to implementation remain, the fee is fixed
or determinable and collectibility is probable. If the fee due
from the customer is not fixed or determinable, revenue is
recognized as payments become due from the customer. If
collectibility is not considered probable, revenue is recognized
when the fee is collected. Arrangements that included software
services are evaluated to determine whether those services are
essential to the functionality of other elements of the
arrangement. When software services are considered essential,
revenue under the arrangement is recognized using contract
accounting. When software services are not considered essential,
the revenue related to the software services is recognized as the
services are performed. The unamortized amounts are included in
the caption "deferred revenues."


<PAGE> 28

Earnings Per Share

Basic earnings per share excludes any dilutive effects of common
stock equivalents such as options, warrants, and convertible
securities. Diluted earnings per share includes the effects of
dilutive options, warrants, and convertible securities. Basic and
diluted earnings per share have been computed as follows:


2. Accounting Policies (continued)

<TABLE>
<CAPTION>
                                                 Year ended March 31
                                                  2001         2000
                                              -------------------------
<S>                                          <C>           <C>
Numerator:
Numerator for basic earnings per share - Net
 income available to common stockholders      $3,410,877    $2,577,568
Effect of dilutive securities:
 Convertible debt                                 59,489        94,023
                                              -------------------------
Numerator for dilutive earnings per share -
 income available to common stockholders
 after assumed conversions                    $3,470,366    $2,671,591
                                              =========================

Denominator:
Denominator for basic earnings per share -
 weighted average shares                       2,336,599     2,352,286
Effect of dilutive securities: (A)
 Employee stock options                           58,649        54,231
 Convertible debt                                173,618       249,798
                                              -------------------------
Denominator for diluted earnings per share -
 adjusted weighted-average shares and assumed
 conversions                                   2,568,866     2,656,315
                                              =========================
Earnings per share - basic                         $1.46         $1.10
                                              =========================
Earnings per share - diluted                       $1.35         $1.01
                                              =========================
Footnote A:
Options                                           42,000             -
Warrants                                               -       333,333

The options and warrants above were outstanding but not included
in the computation of diluted earnings per share because the
effect would be antidilutive.

</TABLE>
<PAGE> 29

2. Accounting Policies (continued)

Stock Option Accounting

The Company has elected to follow Accounting Principles Board
Opinion No. 25, Accounting for Stock Issued to Employees (APB 25)
and related interpretations in accounting for its stock option
grants and to present the disclosure requirements relating to
stock-based compensation plans required by Financial Accounting
Standards Board Statement No. 123, Accounting for Stock-Based
Compensation (FAS 123).

Financial Instruments

The Company's financial instruments consist of finance
receivables, accounts receivable, line of credit, notes
payable-related party and accounts payable. For each of these
financial instruments, the carrying value approximates its fair
value.

The Company's financial instruments that are exposed to
concentrations of credit risk are primarily finance receivables,
which are concentrated in the states of Florida, Georgia and
North Carolina. The Company provides credit during the normal
course of business and performs ongoing credit evaluations of it
customers. The Company maintains allowances for potential credit
losses which, when realized, have been within the range of
management's expectations. The Company perfects a primary
security interest in all vehicles financed as a form of
collateral.

Use of Estimates

The preparation of the financial statements in conformity with
accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect
the amounts reported in the financial statements and accompanying
notes. The most significant of these estimates relates to the
determination of the allowance for credit losses and related
reserves. Actual results could differ from those estimates.

Statement of Cash Flows

Cash paid for income taxes for the years ended March 31, 2001 and
2000 was approximately $2,027,000 and $1,596,000, respectively.
Cash paid for interest for the years ended March 31, 2001 and
2000 was approximately $3,705,000 and $2,631,000, respectively.

<PAGE> 30

2. Accounting Policies (continued)

Recent Accounting Pronouncements

Financial Accounting Standards Board Statements No. 133 and 138,
Accounting for Certain Derivative Instruments and Certain Hedging
Activities, became effective January 1, 2001. Statements No. 133
and 138 require that derivatives, as defined by the Statements,
be recorded for financial reporting purposes at fair value.
Changes in fair value are reported directly through the statement
of income unless specific hedge accounting criteria are met. The
Company expects to adopt the new statement effective April 1,
2001. The Company does not anticipate that the adoption of the
Statement will have a significant effect on its results of
operations or financial position.

3. Finance Receivables

Finance receivables consist of consumer automobile finance
installment contracts and are detailed as follows:

<TABLE>

<S>                                   <C>          <C>
                                           2001       2000
                                      --------------------------
     Finance receivables, gross       $103,204,179   $82,792,936
     Less:
      Unearned interest                (24,391,597)  (19,809,115)
                                      --------------------------
                                        78,812,582    62,983,821

      Nonrefundable dealer reserve     (10,306,699)  (8,444,103)
      Allowance for credit losses       (3,465,015)  (2,524,611)
                                      --------------------------
     Finance receivables, net          $65,040,868  $52,015,107
                                      ==========================

</TABLE>

The terms of the receivables range from 12 to 60 months and bear
a weighted average effective interest rate of 24% for both 2001
and 2000, respectively.

<PAGE> 31

3. Finance Receivables (continued)

The following table sets forth a reconciliation of the changes in
nonrefundable dealer reserves for the years ended March 31:

<TABLE>
<S>                                     <C>            <C>
                                             2001           2000
                                       ----------------------------
     Balance at beginning of year         $8,444,103    $6,643,593
     Discounts acquired on new volume      8,449,361     6,785,407
     Recoveries                              696,588       520,264
     Accreted to income                   (2,330,757)   (2,046,012)
     Losses absorbed                      (4,952,596)   (3,459,149)
                                         --------------------------
     Balance at end of year              $10,306,699    $8,444,103
                                         ==========================

     Reserve as a percent of gross
      finance receivables                      9.99%        10.20%
                                         ==========================

</TABLE>

The following table sets forth a reconciliation of the changes in
the allowance for credit losses for the years ended March 31:

<TABLE>
<S>                                    <C>            <C>
                                         2001       2000
                                     --------------------------
     Balance at beginning of year      $2,524,611  $1,904,957
     Current year provision             1,470,744   1,069,719
     Recoveries                            10,564           -
     Accreted to income                  (190,724)    (80,607)
     Losses absorbed                     (350,180)   (369,458)
                                      ------------------------
     Balance at end of year            $3,465,015  $2,524,611
                                      ========================
     Reserve as a percent of gross
      finance receivables                   3.36%       3.05%
                                      ========================
</TABLE>
<PAGE> 32

4. Property and Equipment

<TABLE>

                                     Accumulated      Net Book
                             Cost    Depreciation      Value
                        ------------------------------------------
    <S>                   <C>         <C>           <C>
     2001
     Automotive            $169,944    $  58,670     $111,274
     Equipment              372,079      252,871      119,208
     Furniture and
      fixtures              155,542      101,412       54,130
     Leasehold
      improvements          169,521      120,374       49,147
                           -----------------------------------
                           $867,086     $533,327     $333,759
                           ===================================
     2000
     Automotive            $ 88,670     $ 11,230     $ 77,440
     Equipment              326,155      201,813      124,342
     Furniture and
      fixtures              138,304       85,715       52,589
     Leasehold
      improvements          166,225       89,002       77,223
                           -----------------------------------
                           $719,354     $387,760     $331,594
                           ===================================

</TABLE>

5. Line of Credit

The Company has a $75,000,000 line of credit facility (the Line)
with BA Business Credit, Inc. of which approximately $48,000,000
was outstanding at March 31, 2001. Borrowings under the Line bear
interest at the Bank of America prime rate or several Libor
pricing options. Pledged as collateral for this credit facility
are all of the assets of Nicholas Financial, Inc. and Nicholas
Data Services, Inc. The Line expires on November 30, 2002.

On  May  11, 1999 the Company entered into an interest rate  swap
with  a  notional amount of $10 million at a fixed rate of 5.81%,
maturing  on  May  24, 2002. On May 21, 1999 the Company  entered
into  two interest rate swaps with notional amounts of $5 million
each, at fixed rates of 5.81% and 6.08%, maturing on May 24, 2001
and May 24, 2004, respectively.

On August 18, 1999 the Company terminated a $5 million swap
maturing on May 24, 2004 in exchange for $52,000. In addition the
Company entered into an interest rate swap with a notional amount
of $10 million at a fixed rate of 5.80%, provided that 30 day
libor does not exceed 8%, maturing on May 24, 2003. In the event
30 day libor exceeds 8.00% , the fixed rate of 5.80% would swap
back to the variable rate for all periods where 30 day libor
exceeds 8.00%.

<PAGE> 33

5. Line of Credit (continued)

On May 17, 2000 the Company entered into an interest rate swap
with a notional amount of $10 million at a fixed rate of 6.87%,
provided that 30 day libor does not exceed 7.7%, maturing on May
17, 2004. In the event 30 day libor exceeds 7.70%, the fixed rate
of 6.87% would swap back to the variable rate for all periods
where 30 day libor exceeds 7.70%.

On March 30, 2001 the Company entered into an interest rate swap
with a notional amount of $10 million at a fixed rate of 4.89%,
maturing on March 30, 2003.

The Company utilizes the above noted interest rate swaps to
manage its interest rate exposure. The swaps effectively convert
a portion of the Company's floating rate debt to a fixed rate,
more closely matching the interest rate characteristics of the
Company's finance receivables.

6. Notes Payable-Related Party

Notes payable to shareholders, directors and individuals related
thereto at March 31:

<TABLE>
<S>                                          <C>          <C>

                                               2001         2000
                                           -----------------------
     Note payable, unsecured, with interest
     at varying rates up to 12%,  quarterly
     interest payments due through November
     2001,   at  which   time  the   entire
     principal balance and  unpaid interest
     is due, subordinated to  the Line. The
     note is  convertible  at the option of
     the  holder,  into  common  shares  at
     prices from $4.50 to $6.00 per share.    $700,000     $850,000

     Note payable,  unsecured  interest  at
     12%, quarterly  interest  due  through
     April 2000, at  which  time the entire
     balance  and  unpaid  interest is due,
     subordinated to the Line.  The note is
     convertible   at  the  option  of  the
     holder, into  common  shares  at $8.25
     per share.                                      -      200,000


<PAGE> 34

6. Notes Payable-Related Party (continued)

                                               2001         2000
                                           ------------------------
     Note payable,  unsecured, interest at
     12%, principal  and interest due upon
     30 day demand.                          $219,270      $219,270

     Note payable, unsecured, interest at
     12%, principal and interest due upon
     30 day demand.                            48,738        48,738
                                             ----------------------
                                             $968,008    $1,318,008
                                             ======================

</TABLE>

Maturities of notes payable are summarized as follows:

     Year ending March 31:

            2002                                  $968,008
                                                 ==========

The company incurred interest expense on the above notes of
approximately $150,000 and  $197,000 for the years ended March
31, 2001 and 2000, respectively.

7. Income Taxes

The provision for income taxes reflects an effective U.S tax
rate, which differs from the corporate tax rate (34%) for the
following reasons:

<TABLE>
                                               2001      2000
                                           ------------------------
<S>                                        <C>          <C>
 Provision for income taxes at Federal
  statutory rate                            $1,880,789   $1,506,471

  Increase resulting from:
  State income taxes, net of Federal
   benefit                                     202,109      243,694
  Other                                         37,957      103,064
                                           ------------------------
                                           $2,120,855    $1,853,229
                                           ========================

</TABLE>

The Company's deferred tax assets consist of the following as of
March 31:

<TABLE>
<S>                                         <C>         <C>
                                               2001        2000
                                           -------------------------
   Allowance for credit losses not
    deductible for tax purposes             $1,005,497  $1,038,867
   Other items                                  65,391      77,021
                                            ----------------------
                                            $1,070,888  $1,115,888
                                            ======================
</TABLE>
<PAGE> 35

7. Income Taxes (continued)

NFI, Canada has income tax loss carryforward balances of
approximately Cdn$298,000  (2000-Cdn$277,000) which are available
to reduce future taxable income.

For the years ended March 31, 2001 and 2000, the Company would
have recorded deferred tax assets of approximately $93,000 and
$86,000, respectively, due primarily to these Canadian income tax
loss carryforwards. The assets, however, are offset entirely by a
valuation allowance due to the relative uncertainty surrounding
the realization of the assets.

8. Shareholders' Equity

The Company has an employee stock incentive plan (the SIP) for
officers, directors and key employees under which 299,700 shares
of common stock were reserved for issuance as of March 31, 2001.
Options currently granted by the Company generally vest over a
five year period.

The Company has elected to follow APB 25, and related
Interpretations in accounting for its employee stock options
because, as discussed below, the alternative fair value
accounting provided for under FAS 123, requires use of option
valuation models that were not developed for use in valuing
employee stock options. Under APB 25, if the exercise price of
the Company's employee stock options equals the market price of
the underlying stock on the date of grant, no compensation
expense is recognized.

Pro forma information regarding net income and earnings per share
as required by FAS 123 has been determined as if the Company has
accounted for its employee stock options and warrants granted
subsequent to December 31, 1994 under the fair value method of
that Statement. The fair value for these options and warrants was
estimated at the date of grant using a Black-Scholes option
pricing model with the following weighted-average assumptions for
2001 and 2000:
<TABLE>
<S>                                   <C>         <C>
                                          2001      2000
                                    --------------------------
     Risk free rate of return            5.00%     6.40%
     Volatility factor                   .0405     0.479
     Expected life                    10 years  10 years
     Expected dividends                   None      None

</TABLE>
<PAGE> 36

8. Shareholders' Equity (continued)

The Black-Scholes option valuation model was developed for use in
estimating the fair value of traded options which have no vesting
restrictions and are fully transferable. In addition, option
valuations models require the input of highly subjective
assumptions including the expected stock price volatility.
Because the Company's employee stock options and warrants have
characteristics significantly different from those of traded
options and warrants, and because changes in the subjective input
assumptions can materially effect the fair value estimate, in
management's opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of its
employee stock options and warrants.

For purposes of pro forma disclosures, the estimated fair value
of the options and warrants is amortized to expense over the
option and warrant's vesting period. The Company's pro forma
information is as follows:

<TABLE>
<S>                                    <C>         <C>
                                           2001        2000
                                     -------------------------
     Pro forma net income               $3,271,584  $2,487,741
     Pro forma earnings per share:
     Basic                                   $1.40       $1.06
     Diluted                                 $1.30      $  .97

</TABLE>
<PAGE> 37

8. Shareholders' Equity (continued)

The following table reflects activity within the SIP for the
years noted:

<TABLE>
<CAPTION>
                            2001                 2000
                    -----------------------------------------
                               Weighted              Weighted
                    Options    Average    Options    Average
                       &       Exercise      &       Exercise
                    Warrants    Price     Warrants    Price
                    -----------------------------------------
<S>                 <C>        <C>       <C>          <C>
Outstanding-
 beginning of year   592,033    $4.62     548,533      $4.42
Granted               45,500     5.47      70,000       4.75
Exercised             (1,000)    3.40      (1,000)      3.40
Canceled/expired    (336,833)    5.10     (25,500)      3.42
                    -----------------------------------------
Outstanding-
 end of year         299,700     4.01     592,033       4.62
                    =========================================
Exercisable at
 end of year         133,080     3.64     371,073       5.09
                    =========================================
Weighted-average
 fair value of
 options granted
 during the year                $3.22                  $3.24

</TABLE>

<TABLE>
<CAPTION>
                                                        Currently
                                                       Exercisable
                                                 --------------------
                                      Weighted
                          Weighted     Average               Weighted
                           Average    Remaining              Average
                          Exercise   Contractual             Exercise
                  Shares    Price       Life        Shares     Price
                -----------------------------------------------------
<S>             <C>         <C>      <C>           <C>        <C>
$3.00 to 3.99    187,700    $3.40    7.20 years     109,746    $3.40
 4.00 to 4.99     70,000     4.75    8.61 years      23,334     4.75
 5.00 to 5.50     42,000     5.46    9.10 years           -        -
                 ----------------------------------------------------
 Total           299,700    $4.01    7.80 years     133,080    $3.64
                 ========                          =========
</TABLE>
<PAGE> 38

9. Employee Benefit Plans

The Company has a 401(k) profit sharing plan under which all
employees are eligible to participate. Employee contributions are
voluntary and subject to Internal Revenue Service limitations.
The Company matches, based on annually determined factors,
employee contributions provided the employee completes certain
levels of service annually. For the years ended March 31, 2001and
2000, the Company recorded expenses of approximately $27,000 and
$20,000, respectively, related to this plan. All employees who
were eligible under the plan received a profit sharing
contribution based on their total compensation in relation to the
total compensation of all eligible employees. For the years ended
March 31, 2001and 2000, the Company recorded expenses of
$125,000 and $100,000, respectively, related to this plan.

10. Commitments

The Company leases its corporate and branch offices under
operating lease agreements which provide for annual minimum
rental payments as follows:

<TABLE>
   <S>                                 <C>
     Year ending March 31:
     ---------------------
            2002                        $356,338
            2003                         230,519
            2004                          77,960
            2005                          10,459
                                        ---------
                                        $675,276
                                        =========
</TABLE>

Rent expense for the years ended March 31, 2001 and 2000 was
approximately $362,000 and $270,000, respectively.

<PAGE> 39

11. Segment Information

The segments presented have been identified based on the
difference in the products and services of the Company's two
wholly-owned subsidiaries. Internal financial results for each
subsidiary are presented to and reviewed by the senior management
of the Company. Substantially all of the Company's operations are
in the United States. The industry segments are as follows:

<TABLE>
<CAPTION>
                                       Computer
                                     Application
                          General    Software and
                         Financing     Support     Corporate     Total
                      ---------------------------------------------------
  <S>                    <C>          <C>          <C>        <C>
2001
Interest Income and
 Sales                 $17,386,318  $410,708            -   $17,797,026
Operating income
 (loss) before
 income taxes            5,521,553    25,137      (14,958)    5,531,732
Income tax expense       2,111,149     9,706            -     2,120,855
Identifiable assets     67,049,298   191,757        1,281    67,242,336
Capital expenditures       147,732         -            -       147,732
Depreciation               145,498        69            -       145,567

2000
Interest Income and
 Sales                 $13,557,371   517,445            -   $14,074,816
Operating income
 (loss) before
 income taxes            4,432,982    13,205      (15,390)    4,430,797
Income tax expense       1,848,178     5,051            -     1,853,229
Identifiable assets     53,977,043   156,621        1,714    54,135,378
Capital expenditures       205,350         -            -       205,350
Depreciation                90,895       154            -        91,049

</TABLE>
<PAGE> 40


    (This papge intentionally left blank)

<PAGE> 41

  Item 8. Changes In and Disagreements with Accountants on Accounting
                       and Financial Disclosure

   None.

                              PART III

Item 9. Directors, Executive Officers, Promoters and Control Persons

     The information set forth under the caption "Proposal 1: Election
of  Directors" in the Proxy Statement and Information Circular,  dated
on  or  about  June 29, 2001, for the 2001 Annual General  Meeting  of
Members  of  the  Company  to  be held  August  7,  2001  (the  "Proxy
Statement"),  the  information set forth under the caption  "Executive
Officers and Compensation" in the Proxy Statement, and the information
set  forth  under  the  caption "Section 16 (a)  Beneficial  Ownership
Reporting  Compliance" in the Proxy Statement are incorporated  herein
by reference.

Additional information regarding the executive officers is  set  forth
below.

      Peter  L.  Vosotas, age 59,  is the founder of the  Company  and
majority  stockholder. He has served as Chairman of the  Board,  Chief
Executive  Officer  and  President of the  Company  and  each  of  its
subsidiaries  since  inception. Prior to  founding  the  Company,  Mr.
Vosotas  held  a  variety of Sales and Marketing positions  with  Ford
Motor Company, GTE and AT&T Paradyne Corporation.  Mr Vosotas attended
the  United  States  Naval Academy and earned a  Bachelor  of  Science
Degree in Electrical Engineering from the University of New Hampshire.

      As of March 31, 2001 there was one executive officer who was not
also  a  director of the Company. Ralph T. Finkenbrink,  age  39,  has
served  as Vice-President-Finance of the Company since July  1997.  He
joined  the  Company  in  1988 and served as  Controller  of  Nicholas
Financial and NDS until 1997. Prior to joining the Company, he  was  a
staff  accountant for MBI, Inc. from January 1984 to  March  1985  and
Inventory Control Manager for The Dress Barn, Inc. from March 1985  to
December  1987.   Mr.  Finkenbrink received his  Bachelor  of  Science
Degree  in  Accounting from Mount St. Mary's University in Emmitsburg,
Maryland.


Item 10. Executive Compensation

      The information set forth under the caption  "Executive Officers
and  Compensation"  in the Proxy Statement is incorporated  herein  by
reference.


Item   11.  Security  Ownership  of  Certain  Beneficial  Owners   and
Management

      The  information set forth under the caption "Voting Shares  and
Ownership  of Management and Principal Holders" in the Proxy Statement
is incorporated herein by reference.


Item 12.  Certain Relationships and Related Transactions

       The   information   set  forth  under  the   caption   "Certain
Relationships  and  Related Transactions" in the  Proxy  Statement  is
incorporated herein by reference.

<PAGE> 42


Item 13. Exhibits and Reports on Form 8-K

                Exhibit Index

3.1 Articles of Incorporation and By-Laws of Nicholas Financial, Inc.
    Incorporated by reference to the Company's Form 10-SB (File No. 0-
    26680) filed on March 13, 1996

4.1 Stock Certificate

    Incorporated by reference to Exhibit 4.1 to the Company's Form 10-
    SB (File No. 0-26680) filed on March 13, 1996

10.1.1  Loan  and Security Agreement dated March 31, 1993  between  BA
    Business Credit, Inc. and Nicholas Financial, Inc.

    Incorporated by reference to Exhibit 10.1.1 to the Company's  Form
    10-SB (File No. 0-26680) filed on March 13, 1996

10.1.2 Amendment No. 1 to Loan Agreement dated January 14, 1994

    Incorporated by reference to Exhibit 10.1.2 to the Company's  Form
    10-SB (File No. 0-26680) filed on March 13, 1996

10.1.3 Temporary Line Increase Agreement dated Mach 28, 1994

    Incorporated by reference to Exhibit 10.1.3 to the Company's  Form
    10-SB (File No. 0-26680) filed on March 13, 1996

10.1.4 Amendment No. 2 to Loan Agreement dated June 3, 1994

    Incorporated by reference to Exhibit 10.1.4 to the Company's  Form
    10-SB (File No. 0-26680) filed on March 13, 1996

10.1.5 Amendment No. 3 to Loan Agreement dated July 5, 1994

    Incorporated by reference to Exhibit 10.1.5 to the Company's  Form
    10-SB (File No. 0-26680) filed on March 13, 1996

10.1.6 Amendment No. 4 to Loan Agreement dated March 31, 1995

    Incorporated by reference to Exhibit 10.1.6 to the Company's  Form
    10-SB (File No. 0-26680) filed on March 13, 1996

10.1.7 Amendment No. 5 to Loan Agreement  dated July 13, 1995

    Incorporated  by reference to Exhibit 10.1.7 to the  Company's
    Form 10-KSB for the fiscal year ended March 31, 1996

<PAGE> 43
10.1.8 Amendment No. 6 to Loan Agreement  dated May 13, 1996

    Incorporated by reference to Exhibit 10.1.8 to the Company's  Form
    10-QSB for the three months ended June 30, 1996

10.1.9 Amendment No. 7 to Loan Agreement dated July 5, 1997

    Incorporated by reference to Exhibit 10.1.9 to the Company's  Form
    10-QSB for the three months ended September 30, 1997

10.1.10  Amendment No. 8 to Loan Agreement dated September 18, 1998

    Incorporated by reference to Exhibit 10.2.0 to the Company's  Form
    10-QSB for the three months ended September 30, 1998

10.1.11  Amendment No. 9 to Loan Agreement dated November 25, 1998

    Incorporated by reference to Exhibit 10.2.1 to the Company's  Form
    10-QSB for the three months ended December 31, 1998

10.1.12  Amendment No. 10 to Loan Agreement dated November 24, 1999

    Incorporated by reference to Exhibit 10.2.2 to the Company's  Form
    10-QSB for the three months ended December 31, 1999

10.1.13  Amendment No. 11 to Loan Agreement dated August 1, 2000

10.1.14 Amendment No. 12 to Loan Agreement dated March 16, 2001

10.3.1  Employee Stock Option Plan

    Incorporated  by  reference  to the Company's  1999  Annual  proxy
    statement dated June 29, 1999

10.3.2  Non-Employee Stock Option Plan

    Incorporated  by  reference  to the Company's  1999  Annual  proxy
    statement dated June 29, 1999

10.4.1  Employment Contract, dated November 22, 1999, between Nicholas
    Financial,  Inc. and Ralph Finkenbrink, Senior Vice  President  of
    Finance.

    Incorporated by reference to Exhibit 10.2.1 to the Company's  Form
    10-QSB for the three months ended December 31, 1999

10.4.2  Employment  Contract, dated March 16, 2001,  between  Nicholas
    Financial,  Inc.  and  Peter  L.  Vosotas  ,  President  &   Chief
    Executive Officer.

<PAGE> 44


21  Subsidiaries of Nicholas Financial, Inc.

    Incorporated by reference to the Company's Form 10-SB (File No. 0-
    26680) filed on March 13, 1996

24  Powers of Attorney (included on signature page hereto)


    (b) Reports on Form 8-K

     The  Company did not file any Current Reports on Form 8-K  during
      the fourth quarter of the fiscal year ended March 31, 2001.

<PAGE> 45
                              SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange
Act  of  1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned thereunto duly authorized.

                                   NICHOLAS FINANCIAL, INC.
Dated: June 29, 2001
                                   By:  /s/ Peter L. Vosotas
                                   Peter L. Vosotas
                                   Chairman, Chief Executive Officer
                                   and President

      KNOW  ALL MEN BY THESE PRESENTS that each person whose signature
appears  below constitutes and appoints Peter L. Vosotas and Ralph  T.
Finkenbrink, and each of them, his or her true and lawful attorneys-in-
fact  and  agents, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all amendments to this report, and to file
the  same,  with  all  exhibits thereto, and any  other  documents  in
connection  therewith,  with the Securities and  Exchange  Commission,
granting  unto  said attorneys-in-fact and agents, and each  of  them,
full  power  and  authority to perform each and every  act  and  thing
requisite and necessary to be done in and about the premises, as fully
to  all intents and purposes as he or she might or could do in person,
hereby  ratifying  and  confirming all that said attorney-in-fact  and
agents  or  either of them, or their substitutes, may lawfully  do  or
cause to be done by virtue hereof.

      In  accordance with the Securities Exchange Act  of  1934,  this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature                     Title                      Date

/s/ Peter L. Vosotas          Chairman of the Board,
Peter   L.  Vosotas           Chief Executive Officer,
                              President and Director     June 29, 2001

/s/ Ralph T. Finkenbrink      Vice President - Finance
Ralph T. Finkenbrink          (Principal Financial
                                Officer)                 June 29, 2001


/s/ Ellis P. Hyman            Director                   June 29, 2001
Ellis P. Hyman


/s/ Stephen Bragin            Director                   June 29, 2001
Stephen Bragin


/s/ Alton R. Neal             Director                   June 29, 2001
Alton R. Neal


/s/ Melvin S. Cutler          Director                   June 29, 2001
Melvin S. Cutler

<PAGE> 46


                 (This page intentionally left blank)


<PAGE>
	Exhibit 10.1.13
      -----------------


                      AMENDED AND RESTATED

                   LOAN AND SECURITY AGREEMENT

                   Dated as of August  , 2000

                              Among

             THE FINANCIAL INSTITUTIONS NAMED HEREIN

                         as the Lenders

                               and

                      BANK OF AMERICA, N.A.

                          as the Agent

                               and

                    NICHOLAS FINANCIAL, INC.

                         as the Borrower

                        TABLE OF CONTENTS


<PAGE> i

Section                                                     Page

     ARTICLE 1 INTERPRETATION OF THIS AGREEMENT................1

     1.1  Definitions..........................................1
     1.2  Accounting Terms....................................22
     1.3  Interpretive Provisions.............................23
     ARTICLE 2 LOANS..........................................24

     2.1  Total Facility......................................24
     2.2  Revolving Loans.....................................24
     2.3  Existing Indebtedness...............................30
     2.4  Bank Products.......................................30
     ARTICLE 3 INTEREST AND FEES..............................30

     3.1  Interest............................................30
     3.2  Continuation and Conversion Elections...............31
     3.3  Maximum Interest Rate...............................32
     3.4  Closing Fee.........................................33
     3.5  Unused Line Fee.....................................33
     3.6  Documentation Fee...................................33
     3.7  Agency Fee..........................................33
     3.8  Audit Fees..........................................33
     ARTICLE 4 PAYMENTS AND PREPAYMENTS.......................33

     4.1  Revolving Loans.....................................33
     4.2  Termination of Facility.............................34
     4.3  Payments by the Borrower............................34
     4.4  Payments as Revolving Loans.........................35
     4.5  Apportionment, Application and Reversal of
          Payments............................................35
     4.6  Indemnity for Returned Payments.....................35
     4.7  Agent's and Lenders' Books and Records; Monthly
          Statements..........................................36
     ARTICLE 5 TAXES, YIELD PROTECTION AND ILLEGALITY.........36

     5.1  Taxes...............................................36
     5.2  Illegality..........................................37
     5.3  Increased Costs and Reduction of Return.............37
     5.4  Funding Losses......................................38
     5.5  Inability to Determine Rates........................38
     5.6  Certificates of Lenders.............................39
     5.7  Survival............................................39
     ARTICLE 6 COLLATERAL.....................................39

     6.1  Grant of Security Interest..........................39
     6.2  Perfection and Protection of Security Interest......39
     6.3  Location of Collateral..............................40

<PAGE> ii

     6.4  Title to, Liens on, and Sale and Use of Collateral..41
     6.5  Intentionally Deleted...............................41
     6.6  Access and Examination; Confidentiality; Consent
          to Advertising......................................41
     6.7  Collateral Reporting................................42
     6.8  Contracts...........................................42
     6.9  Collection of Contracts; Payments...................43
     6.10 Intentionally Deleted...............................43
     6.11 Equipment...........................................43
     6.12 Documents, Instruments, and Chattel Paper...........43
     6.13 Right to Cure.......................................43
     6.14 Intentionally Deleted...............................44
     6.15 The Agent's and Lenders' Rights, Duties and
          Liabilities.........................................44
     ARTICLE  7 BOOKS AND RECORDS; FINANCIAL
                INFORMATION; NOTICES..........................44

     7.1  Books and Records...................................44
     7.2  Financial Information...............................44
     7.3  Notices to the Lenders..............................47
     ARTICLE 8 GENERAL WARRANTIES AND REPRESENTATIONS.........49

     8.1  Authorization, Validity, and Enforceability of
          this Agreement and the Loan Documents...............49
     8.2  Validity and Priority of Security Interest..........49
     8.3  Organization and Qualification......................49
     8.4  Corporate Name; Prior Transactions..................49
     8.5  Subsidiaries and Affiliates.........................50
     8.6  Financial Statements and Projections................50
     8.7  Capitalization......................................50
     8.8  Solvency............................................50
     8.9  Debt................................................50
     8.10 Intentionally Deleted...............................50
     8.11 Title to Property...................................50
     8.12 Intentionally Deleted...............................50
     8.13 Intentionally Deleted...............................51
     8.14 Intentionally Deleted...............................51
     8.15 Litigation..........................................51
     8.16 Restrictive Agreements..............................51
     8.17 Labor Disputes......................................51
     8.18 Environmental Laws..................................51
     8.19 No Violation of Law.................................51
     8.20 No Default..........................................51
     8.21 ERISA Compliance....................................52
     8.22 Taxes...............................................52
     8.23 Intentionally Deleted...............................52
     8.24 Use of Proceeds; Margin Regulations.................52
     8.25 Intentionally Deleted...............................52

<PAGE> iii

     8.26 No Material Adverse Change..........................53
     8.27 Full Disclosure.....................................53
     8.28 Intentionally Deleted...............................53
     8.29 Bank Accounts.......................................53
     8.30 Governmental Authorization..........................53
     ARTICLE 9 AFFIRMATIVE AND NEGATIVE COVENANTS.............53

     9.1  Taxes and Other Obligations.........................53
     9.2  Corporate Existence and Good Standing...............54
     9.3  Compliance with Law and Agreements; Maintenance of
          Licenses............................................54
     9.4  Compliance with ERISA...............................54
     9.5  Mergers, Consolidations or Sales....................54
     9.6  Distributions and Capital Change....................54
     9.7  Transactions Affecting Collateral or Obligations....54
     9.8  Guaranties..........................................54
     9.9  Debt................................................54
     9.10 Prepayment..........................................54
     9.11 Transactions with Affiliates........................54
     9.12 Intentionally Deleted...............................55
     9.13 Business Conducted..................................55
     9.14 Liens...............................................55
     9.15 Fiscal Year.........................................55
     9.16 No Recognition of Income............................55
     9.17 Intentionally Deleted...............................55
     9.18 Minimum Interest Coverage...........................55
     9.19 Intentionally Deleted...............................55
     9.20 Loss Reserve........................................55
     9.21 Borrowing Base Ratio................................55
     9.22 Collateral Adjustment Percent.......................56
     9.23 Limitation on Bulk Purchases........................56
     9.24 Intentionally Deleted...............................56
     9.25 New Subsidiaries....................................56
     9.26 Restricted Investment...............................56
     9.27 Reporting Methodology...............................56
     9.28 Contract Forms......................................56
     9.29 Credit Guidelines...................................56
     9.30 Extended Warranty Plans.............................56
     9.31 Charge-Off Policy...................................57
     9.32 Further Assurances..................................57
     ARTICLE 10 CONDITIONS OF LENDING.........................57

     10.1 Conditions Precedent to Making of Loans on the
          Closing Date........................................57
     10.2 Conditions Precedent to Each Loan...................58
     ARTICLE  11 DEFAULT AND REMEDIES.........................59

<PAGE> iv
     11.1 Events of Default...................................59
     11.2 Remedies............................................61
     ARTICLE  12 TERM AND TERMINATION.........................63

     12.1 Term and Termination................................63
     ARTICLE 13AMENDMENTS; WAIVERS; PARTICIPATIONS;
               ASSIGNMENTS; SUCCESSORS........................63

     13.1 Amendments and Waivers..............................63
     13.2 Assignments; Participations.........................64
     ARTICLE 14 THE AGENT.....................................66

     14.1 Appointment and Authorization.......................66
     14.2 Delegation of Duties................................66
     14.3 Liability of Agent..................................66
     14.4 Reliance by Agent...................................67
     14.5 Notice of Default...................................67
     14.6 Credit Decision.....................................67
     14.7 Indemnification.....................................68
     14.8 Agent in Individual Capacity........................68
     14.9 Successor Agent.....................................68
     14.10 Withholding Tax....................................69
     14.11 Intentionally Deleted..............................70
     14.12 Collateral Matters.................................70
     14.13 Restrictions on Actions by Lenders; Sharing
           of Payments........................................71
     14.14 Agency for Perfection..............................71
     14.15 Payments by Agent to Lenders.......................71
     14.16 Concerning the Collateral and the Related
           Loan Documents.....................................72
     14.17 Field Audit and Examination Reports;
           Disclaimer by Lenders..............................72
     14.18 Relation Among Lenders.............................73
     ARTICLE 15 MISCELLANEOUS.................................73

     15.1 No Waivers; Cumulative Remedies.....................73
     15.2 Severability........................................73
     15.3 Governing Law; Choice of Forum; Service of Process..73
     15.4 WAIVER OF JURY TRIAL................................74
     15.5 Survival of Representations and Warranties..........74
     15.6 Other Security and Guaranties.......................74
     15.7 Fees and Expenses...................................75
     15.8 Notices.............................................75
     15.9 Waiver of Notices...................................76
     15.10 Binding Effect.....................................76
     15.11 Indemnity of the Agent and the Lenders
           by the Borrower....................................76
     15.12 Limitation of Liability............................77
     15.13 Final Agreement....................................77

<PAGE> v

     15.14 Counterparts.......................................77
     15.15 Captions...........................................77
     15.16 Right of Setoff....................................78
     15.17 Intentionally Deleted..............................78
     15.18 Intentionally Deleted..............................78
     15.19 Agency of the Parent for each other Borrower.......78


<PAGE> i
                     EXHIBITS AND SCHEDULES


EXHIBIT A - INTENTIONALLY DELETED

EXHIBIT B - FORM OF BORROWING BASE CERTIFICATE

EXHIBIT C - INTENTIONALLY DELETED

EXHIBIT D - FORM OF NOTICE OF BORROWING

EXHIBIT E - FORM OF NOTICE OF CONTINUATION/CONVERSION

EXHIBIT F - FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT

SCHEDULE 6.3 - LOCATION OF COLLATERAL AND CHIEF EXECUTIVE OFFICE

SCHEDULE 8.3 - ORGANIZATION AND QUALIFICATIONS

SCHEDULE 8.5 - SUBSIDIARIES AND AFFILIATES

SCHEDULE 8.15 - LITIGATION

SCHEDULE 8.29 - BANK ACCOUNTS


<PAGE> 1


                      AMENDED AND RESTATED
                   LOAN AND SECURITY AGREEMENT

     Amended  and Restated Loan and Security Agreement, dated  as
of August 1, 2000, among the  financial  institutions  listed  on
the signature pages hereof (such financial institutions, together
with  their  respective successors and assigns, are  referred  to
hereinafter  each individually as a "Lender" and collectively  as
the  "Lenders"),   Bank of America, N.A. with an  office  at  335
Madison  Avenue,  New  York, New York 10017,  as  agent  for  the
Lenders  (in  its capacity as agent, the "Agent"),  and  Nicholas
Financial,  Inc., a Florida corporation, with   offices  at  2454
McMullen Booth Road, Building C, #501, Clearwater, Florida 33759-
1340 (the "Borrower").


                       W I T N E S S E T H

     WHEREAS,  the  Borrower  and  Bank  of  America,  N.A.  (the
"Existing Lender") are parties to that certain Loan and  Security
Agreement, dated as of March 31, 1993, as amended (as so amended,
the  "Existing Credit Agreement") pursuant to which the  Existing
Lender   has   agreed   to  make  loans   and   other   financial
accommodations to the Borrower;

     WHEREAS,  the  Borrower,  the Agent,  the  Lenders  and  the
Existing Lender have agreed to enter into this Agreement in order
to  amend,  restate and consolidate the Existing Credit Agreement
in  its entirety to reflect, among other things, Bank of America,
N.A.'s role as agent;

     WHEREAS,  it is the intent of the parties hereto  that  this
Agreement  (i) shall re-evidence, the Borrower's indebtedness  to
the Existing Lender under the Existing Credit Agreement, (ii)  is
entered  into  in  substitution for, and not in payment  of,  the
obligations of the Borrower under the Existing Credit  Agreement,
and  (iii) is in no way intended to constitute a novation of  the
Borrower's  indebtedness  which was  evidenced  by  the  Existing
Credit Agreement;

     NOW,  THEREFORE,  in consideration of the mutual  conditions
and  agreements  set forth in this Agreement, and  for  good  and
valuable   consideration,  the  receipt  of   which   is   hereby
acknowledged,  the  Lenders, the Agent, and the  Borrower  hereby
agree as follows.

                            ARTICLE 1

                INTERPRETATION OF THIS AGREEMENT

     1.1  Definitions. As used herein:

          "Accounts"  means all of the Borrower's  now  owned  or
hereafter  acquired or arising accounts as defined  in  the  UCC,
including any rights to payment for the sale or lease of goods or
rendition  of services, whether or not they have been  earned  by
performance.

<PAGE> 2

          "ACH Transactions" means any cash management or related
services including the automatic clearing house transfer of funds
by the Bank for the account of the Borrower pursuant to agreement
or overdrafts.

          "Adjusted  Net  Earnings from Operations"  means,  with
respect to any fiscal period of the Borrower, the Borrower's  net
income  after provision for income taxes for such fiscal  period,
as  determined  in  accordance with  GAAP  and  reported  on  the
Financial  Statements for such period, excluding any and  all  of
the  following  included in such net income:  (a)  gain  or  loss
arising  from  the sale of any capital assets; (b)  gain  arising
from any write-up in the book value of any asset; (c) earnings of
any  Person,  substantially all the assets  of  which  have  been
acquired by the Borrower in any manner, to the extent realized by
such  other Person prior to the date of acquisition; (d) earnings
of  any  Person  in which the Borrower has an ownership  interest
unless (and only to the extent) such earnings shall actually have
been  received by the Borrower in the form of cash distributions;
(e)  earnings of any Person to which assets of the Borrower shall
have  been  sold, transferred or disposed of, or into  which  the
Borrower  shall have been merged, or which has been a party  with
the   Borrower   to   any  consolidation   or   other   form   of
reorganization, prior to the date of such transaction;  (f)  gain
arising from the acquisition of debt or equity securities of  the
Borrower  or  from cancellation or forgiveness of Debt;  and  (g)
gain   arising   from  extraordinary  items,  as  determined   in
accordance   with   GAAP,   or  from  any   other   non-recurring
transaction.

          "Adjusted  Tangible Assets" means  all  assets  of  the
Borrower   except:   (a)  trademarks,  trade  names,  franchises,
goodwill,  and other similar intangibles; (b) assets located  and
notes  and  receivables due from obligors domiciled  outside  the
United  States of America, Puerto Rico, or Canada; (c)  accounts,
notes and other receivables due from Affiliates or employees; and
(d)  any  other assets of Borrower which Agent, in its  sole  and
absolute  discretion,  determines to be  of  uncertain  value  or
collectability.

          "Adjusted  Tangible Net Worth" means the  remainder  of
(a)   net  book  value  (after  deducting  related  depreciation,
obsolescence, amortization, valuation, and other proper reserves)
at which the Adjusted Tangible Assets would be shown on a balance
sheet at such date, but excluding any amounts arising from write-
ups  of  assets, minus (b) (i) the amount at which the Borrower's
liabilities  (other  than capital stock,  surplus,  and  retained
earnings) would be shown on such balance sheet, and including  as
liabilities  all  reserves for contingencies and other  potential
liabilities and (ii) the General Adjustment Reserve.

          "Advance   Rate"  means   eighty-five  percent   (85%);
provided, however, that the Advance Rate shall be (a) eighty-four
percent  (84%) when the Collateral Adjustment Percent  ending  on
the  date  of determination is equal to or greater than  eighteen
percent  (18%), but less than nineteen percent (19%), (b) eighty-
three percent (83%) when the Collateral Adjustment Percent ending
on the date of determination is equal to or greater than nineteen
percent (19%), but less than twenty percent (20%); (c) eighty-two
percent (82%) when the Collateral Adjustment Percent is equal  to
or  greater  than twenty percent (20%), but less than  twenty-one
percent  (21%); and provided, further that the applicable Advance
Rate shall be reduced by the Repossessed Adjustment Percent.

<PAGE> 3

          "Affiliate"  means, as to any Person, any other  Person
which,  directly or indirectly, is in control of,  is  controlled
by,  or is under common control with, such Person or which  owns,
directly  or  indirectly,  five  percent  (5%)  or  more  of  the
outstanding  equity interest of such Person. A  Person  shall  be
deemed  to  control  another  Person if  the  controlling  Person
possesses, directly or indirectly, the power to direct  or  cause
the direction of the management and policies of the other Person,
whether  through the ownership of voting securities, by contract,
or otherwise.

          "Agent"  means  the  Bank,  solely in its  capacity  as
agent for the Lenders, and any successor agent.

          "Agent  Advances" has the meaning specified in  Section
2.2(i).

          "Agent's  Liens"  means  the Liens  in  the  Collateral
granted  to the Agent, for the benefit of the Lenders, Bank,  and
Agent pursuant to this Agreement and the other Loan Documents.

          "Agent-Related Persons" means the Agent, together  with
its  Affiliates,  and the officers, directors, employees,  agents
and attorneys-in-fact of the Agent and such Affiliates.

          "Aggregate Revolver Outstandings" means, at any date of
determination,   the sum of (a) the unpaid balance  of  Revolving
Loans, and (b) the aggregate amount of Pending Revolving Loans.

          "Agreement" means this Loan and Security Agreement.

          "Anniversary  Date"  means  each  anniversary  of   the
Closing Date.

          "Applicable Margin" means (i) with respect to Reference
Rate  Revolving Loans, zero and (ii) with respect to  LIBOR  Rate
Revolving Loans, one and three-quarters of one percent (1_%).

          "Assignee"   has  the  meaning  specified  in   Section
13.2(a).

          "Assignment  and Acceptance" has the meaning  specified
in Section 13.2(a).

          "Attorney Costs" means and includes all fees,  expenses
and disbursements of any law firm or other counsel engaged by the
Agent,  the  allocated costs of internal legal  services  of  the
Agent  and  the  reasonable expenses of internal counsel  to  the
Agent.

          "Availability"  means, at any time, (a)  the  Borrowing
Base minus (b) the Aggregate Revolver Outstandings.

          "Average Monthly Number of Vehicle Contracts" means, as
of any date of calculation, the average monthly number of Vehicle
Contracts owned by the Borrower as of the last day of each of the
twelve months immediately preceding the date of calculation.

          "Bank"  means Bank of America, N.A., a national banking
association, or any successor entity thereto.


<PAGE> 4

          "Bank  Products" means any one or more of the following
types  of services or facilities extended to the Borrower by  the
Bank  or  any  affiliate of the Bank in reliance  on  the  Bank's
agreement  to indemnify such affiliate:  (i) credit  cards;  (ii)
ACH Transactions; and (iii) Hedge Agreements.

          "Bank  Product Reserves" means all reserves  which  the
Agent  from  time to time establishes in its sole discretion  for
the Bank Products then provided or outstanding.

          "Bankruptcy  Code" means Title 11 of the United  States
Code (11 U.S.C.  101 et seq.).

          "Base Rate" means, for any day, the rate of interest in
effect  for such day as publicly announced from time to  time  by
the  Bank  in Charlotte, North Carolina as its "prime rate"  (the
"prime  rate"  being  a rate set by the Bank based  upon  various
factors  including the Bank's costs and desired  return,  general
economic conditions and other factors, and is used as a reference
point  for pricing some loans, which may be priced at, above,  or
below  such  announced  rate).  Any  change  in  the  prime  rate
announced  by  the  Bank  shall take effect  at  the  opening  of
business on the day specified in the public announcement of  such
change.   Each  Interest Rate based upon the Base Rate  shall  be
adjusted simultaneously with any change in the Base Rate.

          "Base Rate Loans" means the Base Rate Revolving Loans.

          "Base  Rate  Revolving  Loan" means  a  Revolving  Loan
during  any period in which it bears interest based on  the  Base
Rate.

          "Blocked  Account Agreement" means an  agreement  among
the  Borrower,  the  Agent  and a  Clearing  Bank,  in  form  and
substance satisfactory to the Agent, concerning the collection of
payments which represent the proceeds of Accounts or of any other
Collateral.

          "Borrowing"  means a borrowing hereunder consisting  of
Revolving  Loans  made  on the same day by  the  Lenders  to  the
Borrower  or  by Bank in the case of a Borrowing funded  by  Non-
Ratable  Loans  or  by  the  Agent in the  case  of  a  Borrowing
consisting of an Agent Advance.

          "Borrowing Base" means, at any time, an amount equal to
(a)  the  lesser of (i) the Maximum Revolver Amount or (ii)   the
amount  determined by multiplying the Advance  Rate  by  the  Net
Contract  Payments  payable under all of the Borrower's  Eligible
Contracts  then  outstanding; less (b) the sum of  (i)  the  Bank
Product  Reserves  and (ii) all other reserves  which  the  Agent
deems necessary in the exercise of its reasonable credit judgment
to  maintain  with  respect to the Borrower's account,  including
reserves  for  any amounts which the Agent or any Lender  may  be
obligated  to pay in the future for the account of the  Borrower;
provided,  however,  the  Older Vehicle Contract  Borrowing  Base
included  in  calculating the Borrowing Base shall  not,  at  any
time, exceed thirty percent (30%) and the Oldest Vehicle Contract
Borrowing  Base included in calculating the Borrowing Base  shall
not,  at  any  time,  exceed three percent  (3%);  and  provided,
further,  however, that the Net Contract Payments  payable  under
all  Uninsured  Contracts shall not constitute  more  than  three
percent  (3%)  of  the Net Contract Payments  payable  under  all
Eligible Vehicle Contracts.

<PAGE> 5

          "Borrowing  Base Amount" means the sum of the  Adjusted
Tangible Net Worth of the Borrower, plus all Subordinated Debt of
the Borrower.

          "Borrowing Base Certificate"  means a certificate by  a
Responsible Officer of the Borrower, substantially in the form of
Exhibit B (or another form acceptable to the Agent) setting forth
the calculation of the Borrowing Base, including a calculation of
each   component  thereof,  all  in  such  detail  as  shall   be
satisfactory  to  the Agent.  All calculations of  the  Borrowing
Base  in  connection with the preparation of any  Borrowing  Base
Certificate  shall  originally  be  made  by  the  Borrower   and
certified to the Agent; provided, that the Agent shall  have  the
right  to  review and adjust, in the exercise of  its  reasonable
credit  judgment,  any  such  calculation  (1)  to  reflect   its
reasonable estimate of declines in value of any of the Collateral
described therein, and (2) to the extent that such calculation is
not in accordance with this Agreement.

          "Business  Day"   means  (a) any  day  that  is  not  a
Saturday, Sunday, or a day on which banks in New York,  New  York
or  Charlotte,  North Carolina are required or  permitted  to  be
closed,  and  (b)  with  respect to all notices,  determinations,
fundings and payments in connection with the LIBOR Rate or  LIBOR
Rate Loans, any day that is a Business Day pursuant to clause (a)
above  and  that  is also a day on which trading  in  Dollars  is
carried on by and between banks in the London interbank market.

          "Capital  Adequacy  Regulation"  means  any  guideline,
request  or  directive of any central bank or other  Governmental
Authority, or any other law, rule or regulation, whether  or  not
having the force of law, in each case, regarding capital adequacy
of any bank or of any corporation controlling a bank.

          "Clearing  Bank"  means the Bank or any  other  banking
institution  with  whom a Payment Account  has  been  established
pursuant to a Blocked Account Agreement.

          "Closing Date" means the date of this Agreement.

            "Code"  means the Internal Revenue Code of  1986,  as
amended  from  time  to  time,  and any  successor  statute,  and
regulations promulgated thereunder.

          "Collateral" has the meaning specified in Section 6.1.

          "Collateral Adjustment Percent" means, calculated as of
the first day of each month, the sum (rounded to the lowest whole
percent)  of  the Past Due Percent, the Repossession Percent  and
the Net Charge-Off Percent.

          "Contracts" means all of the Borrower's now  owned  and
hereafter  acquired loan agreements, accounts,  installment  sale
contracts, Instruments, notes, documents, chattel paper, and  all
other  forms  of  obligations owing to  the  Borrower,  including
Vehicle  Contracts,  Direct  Loan Contracts,  and  Sales  Finance
Contracts  and any collateral for any of the foregoing, including
all  rights  under any and all Security Documents and merchandise
returned to or repossessed by the Borrower.

          "Contract Debtor" means each Person who is obligated to
the  Borrower  to perform any duty under or to make  any  payment
pursuant to the terms of a Contract.


<PAGE> 6

          "Commitment"  means,  at any time  with  respect  to  a
Lender, the principal amount set forth beside such Lender's  name
under  the  heading "Commitment" on the signature pages  of  this
Agreement  or  on  the  signature  page  of  the  Assignment  and
Acceptance  pursuant  to  which  such  Lender  became  a   Lender
hereunder in accordance with the provisions of Section  13.2,  as
such  Commitment may be adjusted from time to time in  accordance
with  the  provisions  of Section 13.2, and "Commitments"  means,
collectively, the aggregate amount of the commitments of  all  of
the Lenders.

          "Contaminant"  means  any waste,  pollutant,  hazardous
substance,  toxic  substance,  hazardous  waste,  special  waste,
petroleum  or petroleum-derived substance or waste,  asbestos  in
any form or condition, polychlorinated biphenyls ("PCBs"), or any
constituent of any such substance or waste.

          "Continuation/Conversion Date" means the date on  which
the Loan is converted into or continued as a LIBOR Rate Loan.

          "Credit  Guidelines"  means the  Borrower's  guidelines
(which  have previously been reviewed and approved by the  Agent)
which state in detail the credit criteria used by the Borrower in
determining the creditworthiness of Contract Debtors.

          "Dealer"  means  a  dealer that has sold  goods  and/or
Vehicles to Contract Debtors pursuant to Contracts.

          "Dealer  Agreement"  means  an  agreement  between  the
Borrower  and  a  Dealer that governs the sale or  assignment  of
Contracts  from  such  Dealer  to  the  Borrower,  including  any
provisions  for assignment (whether with or without  recourse,  a
repurchase obligation by the Dealer or a guaranty by such Dealer)
contained in such agreement.

          "Dealer Payment Reserve" means a reserve, calculated as
of  the  last day of each month, equal to the product of (a)  the
Dealer  Reserve  Percentage calculated on the last  day  of  such
month, multiplied by (b) the aggregate amount paid by Borrower to
third  parties  for  the purchase of Contracts  then  outstanding
arising from the credit sale of Vehicles, acquired by Borrower at
any time prior to and including the date on which the calculation
is made.

          "Dealer Reserve Percentage" means the positive percent,
calculated  as  of  the  last day of each  month,  equal  to  the
remainder  of  (a)  the positive quotient of  (i)  the  aggregate
amount  paid  by  Borrower to third parties for the  purchase  of
Contracts  then  outstanding, arising from  the  credit  sale  of
Vehicles  acquired by Borrower at any time prior to and including
the  date  on which the calculation is made, divided by (ii)  the
aggregate "wholesale clean value" for all the Vehicles which  are
the  subject  of  such Contracts, minus (b) one  hundred  percent
(100%).   The  "wholesale clean value" shall  be  such  value  as
specified  in the National Auto Research Black Book  (the  "Black
Book")  in  effect  at  the time Borrower purchased  the  subject
Contracts.  In the event that the Black Book shall, at any  time,
cease  to be published, then the Agent shall thereafter select  a
comparable  publication, as determined by the Agent in  its  sole
discretion, for determining the foregoing calculation.


<PAGE> 7

          "Debt"  means,  without duplication,  all  liabilities,
obligations  and indebtedness of the Borrower to any  Person,  of
any  kind  or  nature, now or hereafter owing,  arising,  due  or
payable,  howsoever  evidenced, created,  incurred,  acquired  or
owing,  whether primary, secondary, direct, contingent, fixed  or
otherwise,  and  including,  without  in  any  way  limiting  the
generality of the foregoing:  (a) the liabilities and obligations
to  trade creditors; (b) all Obligations; (c) all obligations and
liabilities  of any Person secured by any Lien on the  Borrower's
property,  even  though the Borrower shall not  have  assumed  or
become  liable  for the payment thereof; provided, however,  that
all  such  obligations  and  liabilities  which  are  limited  in
recourse to such property shall be included in Debt only  to  the
extent of the book value of such property as would be shown on  a
balance  sheet of the Borrower prepared in accordance with  GAAP;
(d)  all obligations or liabilities created or arising under  any
Capital  Lease  or  conditional sale  or  other  title  retention
agreement  with  respect  to property used  or  acquired  by  the
Borrower,  even if the rights and remedies of the lessor,  seller
or   lender  thereunder  are  limited  to  repossession  of  such
property;  provided,  however,  that  all  such  obligations  and
liabilities which are limited in recourse to such property  shall
be  included in Debt only to the extent of the book value of such
property  as  would be shown on a balance sheet of  the  Borrower
prepared  in  accordance with GAAP; and (e) all  obligations  and
liabilities under Guaranties.

          "Debt For Borrowed Money" means, as to any Person,  (a)
Debt  for  borrowed  money  or  as  evidenced  by  notes,  bonds,
debentures or similar evidences of any such Debt of such  Person,
(b)  the  deferred and unpaid purchase price of any  property  or
business  (other  than  trade accounts payable  incurred  in  the
ordinary   course   of   business   and    constituting   current
liabilities) and (c) all obligations under Capital Leases.

          "Default"  means any event or circumstance which,  with
the  giving of notice, the lapse of time, or both, would (if  not
cured, waived, or otherwise remedied during such time) constitute
an Event of Default.

          "Defaulting  Lender"  has  the  meaning  specified   in
Section 2.2(g)(ii).

          "Default  Rate" means a fluctuating per annum  interest
rate  at  all times equal to the sum of the otherwise  applicable
Interest Rate plus two percent (2%).  Each Default Rate shall  be
adjusted   simultaneously  with  any  change  in  the  applicable
Interest Rate.

          "Direct Loan Contract" means a Contract arising from  a
consumer  loan  made  directly by the Borrower  to  the  Contract
Debtor.

          "Direct  Loan  Eligible Contract" means a  Direct  Loan
Contract which is an Eligible Contract.

          "Distribution"  means, in respect of  any  corporation:
(a)  the  payment or making of any dividend or other distribution
of  property  in  respect of capital stock  (or  any  options  or
warrants for or other rights with respect to such stock) of  such
corporation,  other than distributions in capital stock  (or  any
options  or  warrants for or other rights with  respect  to  such
stock)  of  the  same  class;  or (b)  the  redemption  or  other
acquisition  by  such corporation of any capital  stock  (or  any
options or warrants for such stock) of such corporation.

          "DOL"  means the United States Department of  Labor  or
any successor department or agency.

<PAGE> 8

          "Dollar"  and "$" means dollars in the lawful  currency
of the United States.

          "Eligible  Assignee"  means  (a)  a  commercial   bank,
commercial  finance company or other asset based  lender,  having
total  assets in excess of $1,000,000,000; (b) any Lender  listed
on the signature page of this Agreement; (c) any Affiliate of any
Lender;  and  (d)  if  an  Event of Default  exists,  any  Person
reasonably acceptable to the Agent.

          "Eligible  Contracts" means only those Contracts  which
are  either Vehicle Contracts or Direct Loan Contracts  or  Sales
Finance Contracts which the Agent, in its sole discretion,  deems
eligible  and  which, without limiting  the Agent's discretionary
rights, satisfy at all times all of the following requirements as
determined by the Agent in its sole and absolute discretion:

          (a)  the  Contract  strictly  complies  with all of the
Borrower's warranties and representations;

          (b)  the   Contract   Debtor   is  a  resident  of  the
continental United States;

          (c)  no  payment  due  under  the Contract is more than
fifty-nine (59) days contractually delinquent;

          (d)  except  as  permitted  in subparagraph (c), above,
neither the Borrower nor the Contract Debtor is in default  under
the terms of the Contract;

          (e)  the  Contract  is  not  subject  to  any  defense,
counterclaim, setoff, discount, or allowance;

          (f)  the  Borrower  has  not,  within  the  immediately
preceding 12-month  period  granted  to  the Contract Debtor more
than two extensions of time (each not longer than one month)  for
the payment of any sum due under the Contract;

          (g)  the  terms of the Contract require that the unpaid
principal  balance thereof be payable in equal  monthly  payments
which  will amortize the full principal amount thereof  over  its
scheduled term;

          (h)  the Contract is not a Modified Contract;

          (i)  the  terms of the Contract, the Security Documents
therefor,  and all other related documents have been executed  by
the  Contract  Debtor,  and  comply  in  all  respects  with  all
applicable laws;

          (j)  the  Contract  Debtor  is  not  an  Affiliate   or
employee of the Borrower;

          (k)  the  creditworthiness  of  the  Contract Debtor is
acceptable to the Agent;

          (l)  if the Contract is a Vehicle Contract, then:


<PAGE> 9

               (i)  the  Contract is secured by a first priority,
perfected  security  interest  in  a  new or used Vehicle and the
Borrower  has  filed   all documents with the department of motor
vehicles and/or other   appropriate  agency of  the state wherein
the  Vehicle  is registered   and  paid all appropriate fees such
that the  Borrower is the registered first lien holder thereon;

               (ii) no  funds  used  to pay any payment due under
the Contract and no funds used to make the down  payment  for the
Vehicle  which is the subject of the Contract, were  borrowed  by
the Contract Debtor from the Borrower;

               (iii) the remaining term of the Contract,  secured
by a Vehicle which was 8 or 9  model  years  old at the inception
thereof, does not exceed twenty-four (24) months;

               (iv)  to  the  extent  that  the  Contract balance
includes sums   representing the financing of so-called "extended
warranty plans," such  plans  are (i) in  substantial  compliance
with all applicable consumer  credit laws, including any and  all
special insurance laws relating thereto, and (ii) underwritten by
(x) a  major automobile manufacturer, or an affiliate thereof, or
(y) an independent  reputable  and  financially  sound  insurance
company;

               (v)   the  Vehicle  securing  repayment  of    the
Contract  is  insured  against  loss,  with  coverages and policy
limits reasonably satisfactory to the Lender, including collision
coverage; and

               (vi)  if  the  amount  paid by the Borrower to any
person for  such  Contract  is  equal  to  or  more than $13,000,
exclusive  of  amounts  attributable  to  items   included in the
Contract for  items other  than  the Vehicle which is the subject
thereof (e.g.,  tax, license fees, extended  warranty  insurance,
credit  life and disability insurance, and property and collision
insurance)  then  the  Contract,  the  subject  Vehicle,  and the
Contract Debtor meet the Borrower's `A' Guidelines.

          (m)  If the Contract is a Direct Loan Contract then:

               (i)   the  original  term of the Contract does not
exceed forty-eight (48) months;

               (ii)  the unpaid principal balance of the Contract
and the  aggregate principal balance of all other Contracts owing
by a Contract  Debtor  does  not   exceed  Ten  Thousand  Dollars
($10,000);

               (iii) if the Contract Debtor was or  is a Contract
Debtor under   another Contract previously originated or acquired
by the Borrower,  then (1) the Contract Debtor's payment  history
under such   prior  or  current Contract was satisfactory (which,
in  the case   of a prior Contract means that the Contract Debtor
has paid such   Contract  in  full),  and (2) the Contract Debtor
shall  have  paid   at least thirty percent (30%) of the original
amount owing under  such  current  Contract with funds other than
those resulting from  a  new  Contract  or refinancing of another
Contract.

               (iv)  if  the  Contract  Debtor  is not a Contract
Debtor under a Contract previously originated or acquired by  the
Borrower,   then   the  Contract  Debtor's  credit   history   is
satisfactory to the Lender,

<PAGE> 10

               (v)   repayment  of  the  Contract is secured by a
perfected security  interest  on  the  Contract Debtor's personal
property  or real   property provided  the real property is taken
as  collateral out  of  an  abundance  of caution, and not as the
primary collateral for the Contract;

               (vi)  no  portion  of  the  loan  evidenced by the
Contract was  made by the Borrower to the Contract Debtor for the
purpose of  financing  the  Contract  Debtor's  payment of a down
payment on a Vehicle which is  the subject  of  a  motor  vehicle
retail installment contract; and

               (vii) no portion  of  the  loan  evidenced  by the
Contract was  made  by the Borrower for the  purpose of providing
funds to the Contract Debtor to pay amounts owing by the Contract
Debtor on another Contract owing to the Borrower.

          n.    The Contract has a scheduled maturity date  sixty
(60) months or less from the date of execution.

          "Environmental   Claims"  means  all  claims,   however
asserted, by any Governmental Authority or other Person  alleging
potential  liability  or  responsibility  for  violation  of  any
Environmental Law, or for a Release or injury to the environment.

          "Environmental Laws" means all federal, state or  local
laws, statutes, common law duties, rules, regulations, ordinances
and  codes,  together  with all administrative  orders,  directed
duties,  licenses, authorizations and permits of, and  agreements
with,  any  Governmental  Authority, in  each  case  relating  to
environmental, health, safety and land use matters.

          "Environmental  Lien"  means a Lien  in  favor  of  any
Governmental  Authority for (a) any liability under Environmental
Laws,  or  (b)  damages arising from, or costs incurred  by  such
Governmental  Authority in response to, a Release  or  threatened
Release of a Contaminant into the environment.

          "Equipment" means all of the Borrower's now  owned  and
hereafter  acquired machinery, equipment, furniture, furnishings,
fixtures,   and   other   tangible  personal   property   (except
Inventory),  including motor vehicles with  respect  to  which  a
certificate  of  title  has been issued, aircraft,  dies,  tools,
jigs,  and  office  equipment, as well as all of  such  types  of
property leased by the Borrower and all of the Borrower's  rights
and  interests with respect thereto under such leases (including,
without  limitation,  options  to purchase);  together  with  all
present and future additions and accessions thereto, replacements
therefor, component and auxiliary parts and supplies used  or  to
be  used in connection therewith, and all substitutes for any  of
the   foregoing,   and   all  manuals,  drawings,   instructions,
warranties and rights with respect thereto; wherever any  of  the
foregoing is located.

          "ERISA"  means the Employee Retirement Income  Security
Act of 1974, and regulations promulgated thereunder.

          "ERISA  Affiliate" means any trade or business (whether
or  not  incorporated)  under common control  with  the  Borrower
within  the  meaning of Section 414(b) or (c) of  the  Code  (and
Sections  414(m) and (o) of the Code for purposes  of  provisions
relating to Section 412 of the Code).

<PAGE> 11

          "ERISA Event" means (a) a Reportable Event with respect
to  a Pension Plan, (b) a withdrawal by the Borrower or any ERISA
Affiliate  from a Pension Plan subject to Section 4063  of  ERISA
during  a  plan year in which it was a substantial  employer  (as
defined  in  Section  4001(a)(2) of  ERISA)  or  a  cessation  of
operations  which is treated as such a withdrawal  under  Section
4062(e)  of  ERISA, (c) a complete or partial withdrawal  by  the
Borrower  or  any ERISA Affiliate from a Multi-employer  Plan  or
notification that a Multi-employer Plan is in reorganization, (d)
the filing of a notice of intent to terminate, the treatment of a
Plan  amendment as a termination under Section 4041 or  4041A  of
ERISA,  or  the  commencement  of  proceedings  by  the  PBGC  to
terminate  a  Pension  Plan  or  Multi-employer  Plan,  (e)   the
occurrence  of  an event or condition which might  reasonably  be
expected  to constitute grounds under Section 4042 of  ERISA  for
the   termination  of,  or  the  appointment  of  a  trustee   to
administer, any Pension Plan or Multi-employer Plan, or  (f)  the
imposition  of any liability under Title IV of ERISA, other  than
for  PBGC premiums due but not delinquent under Section  4007  of
ERISA, upon the Borrower or any ERISA Affiliate.

          "Event  of  Default"  has  the  meaning  specified   in
Section 11.1.

          "Exchange  Act"  means the Securities Exchange  Act  of
1934, and regulations promulgated thereunder.

          "FDIC" means the Federal Deposit Insurance Corporation,
and any Governmental Authority succeeding to any of its principal
functions.

          "Federal  Funds Rate" means, for any day, the rate  per
annum (rounded upwards, if necessary, to the nearest 1/100 of 1%)
equal  to the weighted average of the rates on overnight  Federal
funds  transactions  with members of the Federal  Reserve  System
arranged  by  Federal funds brokers on such day, as published  by
the  Federal  Reserve Bank of New York on the Business  Day  next
succeeding  such  day; provided that (a) if such  day  is  not  a
Business Day, the Federal Funds Rate for such day shall  be  such
rate  on such transactions on the next preceding Business Day  as
so  published on the next succeeding Business Day, and (b) if  no
such  rate is so published on such next succeeding Business  Day,
the  Federal  Funds Rate for such day shall be the  average  rate
charged  to  the  Bank  on  such  day  on  such  transactions  as
determined by the Agent.

          "Federal Reserve Board" means the Board of Governors of
the Federal Reserve System or any successor thereto.

          "Financial Statements" means, according to the  context
in  which  it  is used, the financial statements referred  to  in
Section  8.6  or  any other financial statements required  to  be
given to the Lenders pursuant to this Agreement.

          "Fiscal  Year"  means the Borrower's  fiscal  year  for
financial  accounting purposes.  The current Fiscal Year  of  the
Borrower will end on March 31, 2001.

          "Funding  Date"  means the date on  which  a  Borrowing
occurs.

          "GAAP"  means generally accepted accounting  principles
and  practices  set forth from time to time in the  opinions  and
pronouncements  of  the  Accounting  Principles  Board  and   the
American Institute of Certified Public Accountants and statements
and  pronouncements of the Financial Accounting  Standards  Board
(or  agencies  with similar functions of comparable  stature  and
authority  within  the  U.S. accounting  profession),  which  are
applicable to the circumstances as of the Closing Date.

<PAGE> 12

          "General   Adjustment   Reserve"   means   a   reserve,
calculated as of the last day of each month on a cumulative basis
for the Borrower's current Fiscal Year, in an amount equal to the
excess,  if any, of (a) the amount by which all unearned  finance
charges,  unearned discounts, and non-refundable dealer  reserve,
computed  on  the  basis of the actuarial method,  over  (b)  the
amount  of  such items as reflected on the Borrower's  books  and
records.

          "General  Intangibles" means all of the Borrower's  now
owned or hereafter acquired general intangibles, choses in action
and  causes of action and all other intangible personal  property
of  the  Borrower of every kind and nature (other than Accounts),
including,  without limitation, all contract rights,  Proprietary
Rights, corporate or other business records, inventions, designs,
blueprints,  plans, specifications, patents, patent applications,
trademarks, service marks, trade names, trade secrets,  goodwill,
copyrights,  computer  software, customer  lists,  registrations,
licenses,  franchises, tax refund claims,  any  funds  which  may
become due to the Borrower in connection with the termination  of
any Plan or other employee benefit plan or any rights thereto and
any  other amounts payable to the Borrower from any Plan or other
employee  benefit  plan, rights and claims against  carriers  and
shippers,   rights  to  indemnification,  business   interruption
insurance and proceeds thereof, property, casualty or any similar
type of insurance and any proceeds thereof, proceeds of insurance
covering  the  lives of key employees on which  the  Borrower  is
beneficiary, and any letter of credit, guarantee, claim, security
interest or other security held by or granted to the Borrower.

          "Governmental   Authority"   means   any   nation    or
government, any state or other political subdivision thereof, any
central  bank  (or  similar  monetary  or  regulatory  authority)
thereof,  any entity exercising executive, legislative, judicial,
regulatory  or  administrative  functions  of  or  pertaining  to
government,  and  any  corporation  or  other  entity  owned   or
controlled,  through stock or capital ownership or otherwise,  by
any of the foregoing.

          "Gross  Contract Payments" means, as  of  the  date  of
determination,  (i) with respect to an interest bearing  Contract
the  outstanding balance thereof including all accrued but unpaid
interest,  fees,  and other charges owing by the Contract  Debtor
and  (ii)  with respect to a precomputed Contract the outstanding
balance  thereof  including  all  unearned  interest,  fees,  and
charges owing by the Contract Debtor.

          "Guaranty"  means,  with respect  to  any  Person,  all
obligations  of  such  Person which in  any  manner  directly  or
indirectly guarantee or assure, or in effect guarantee or assure,
the payment or performance of any indebtedness, dividend or other
obligations  of  any other Person (the "guaranteed obligations"),
or  assure  or  in  effect assure the holder  of  the  guaranteed
obligations against loss in respect thereof, including  any  such
obligations   incurred  through  an  agreement,   contingent   or
otherwise:  (a)  to  purchase the guaranteed obligations  or  any
property constituting security therefor; (b) to advance or supply
funds  for  the purchase or payment of the guaranteed obligations
or   to  maintain  a  working  capital  or  other  balance  sheet
condition;  or (c) to lease property or to purchase any  debt  or
equity securities or other property or services.

<PAGE> 13

          "Hedge  Agreement"  means  any  and  all  transactions,
agreements  or documents now existing or hereafter entered  into,
which  provides for an interest rate, credit, commodity or equity
swap,  cap,  floor, collar, forward foreign exchange transaction,
currency swap, cross currency rate swap, currency option, or  any
combination  of,  or  option with respect to,  these  or  similar
transactions, for the purpose of hedging the Borrower's  exposure
to  fluctuations  in  interest or exchange  rates,  loan,  credit
exchange, security or currency valuations or commodity prices.

          "Instruments" shall have the same meaning as  given  to
that   term   in  the  UCC,  and  shall  include  all  negotiable
instruments, notes secured by mortgages or trust deeds,  and  any
other writing which evidences a right to the payment of money and
is  not  itself a security agreement or lease, and is of  a  type
which  is,  in  the ordinary course of business,  transferred  by
delivery with any necessary endorsement or assignment.

          "Intercompany   Accounts"   means   all   assets    and
liabilities, however arising, which are due to the Borrower from,
which are due from the Borrower to, or which otherwise arise from
any  transaction  by  the  Borrower with  any  Affiliate  of  the
Borrower.

          "Interest Period" means, as to any LIBOR Rate Loan, the
period  commencing on the Funding Date of such  Loan  or  on  the
Continuation/Conversion Date on which the Loan is converted  into
or  continued as a LIBOR Rate Loan, and ending on the  date  one,
two,  or  three months thereafter as selected by the Borrower  in
its  Notice of Borrowing, in the form attached hereto as  Exhibit
D,  or  Notice  of Continuation/Conversion, in the form  attached
hereto as Exhibit E provided that:

               (a)  if any Interest Period would otherwise end on
a  day that is not a Business Day, that Interest Period shall  be
extended to the following Business Day unless the result of  such
extension  would  be to carry such Interest Period  into  another
calendar month, in which event such Interest Period shall end  on
the preceding Business Day;

               (b)   any  Interest Period pertaining to  a  LIBOR
Rate  Loan  that begins on the last Business Day  of  a  calendar
month   (or   on  a  day  for  which  there  is  no   numerically
corresponding  day  in the calendar month  at  the  end  of  such
Interest  Period)  shall  end on the last  Business  Day  of  the
calendar month at the end of such Interest Period; and

               (c)   no  Interest Period shall extend beyond  the
Stated Termination Date.

          "Interest  Rate"  means each or  any  of  the  interest
rates, including the Default Rate, set forth in Section 3.1.

          "IRS"  means  the  Internal  Revenue  Service  and  any
Governmental  Authority  succeeding  to  any  of  its   principal
functions under the Code.

          "Latest  Projections" means:  (a) on the  Closing  Date
and  thereafter until the Agent receives new projections pursuant
to  Section  7.2(f), the projections of the Borrower's  financial
condition, results of operations, and cash flows, for the  period
commencing  on  April 1, 2000 and ending on March  31,  2003  and
delivered  to  the  Agent  prior to the  Closing  Date;  and  (b)
thereafter, the projections most recently received by  the  Agent
pursuant to Section 7.2(f).

<PAGE> 14

          "Lender"  and "Lenders" have the meanings specified  in
the introductory paragraph hereof and shall include the Agent  to
the  extent of any Agent Advance outstanding and the Bank to  the
extent of any Non-Ratable Loan outstanding; provided that no such
Agent Advance or Non-Ratable Loan shall be taken into account  in
determining any Lender's Pro Rata Share.

          "LIBOR  Rate"  means,  for any  Interest  Period,  with
respect  to  LIBOR  Rate Loans, the rate of  interest  per  annum
determined pursuant to the following formula:

          LIBOR  Rate   = Offshore Base Rate
                         --------------------------------------
                          1.00 - Eurodollar Reserve Percentage

          Where,

               "Offshore Base Rate" means the rate  per
          annum appearing on Telerate Page 3750 (or any
          successor   page)  as  the  London  interbank
          offered  rate  for  deposits  in  Dollars  at
          approximately  11:00 a.m. (London  time)  two
          Business Days prior to the first day of  such
          Interest Period for a term comparable to such
          Interest Period.  If for any reason such rate
          is  not  available,  the Offshore  Base  Rate
          shall  be, for any Interest Period, the  rate
          per  annum  appearing on Reuters Screen  LIBO
          Page as the London interbank offered rate for
          deposits  in  Dollars at approximately  11:00
          a.m. (London time) two Business Days prior to
          the  first day of such Interest Period for  a
          term  comparable  to  such  Interest  Period;
          provided, however, if more than one  rate  is
          specified  on Reuters Screen LIBO  Page,  the
          applicable rate shall be the arithmetic  mean
          of all such rates.  If for any reason none of
          the   foregoing   rates  is  available,   the
          Offshore Base Rate shall be, for any Interest
          Period,  the  rate  per annum  determined  by
          Agent as the rate of interest at which dollar
          deposits  in  the approximate amount  of  the
          LIBOR  Rate  Loan  comprising  part  of  such
          Borrowing  would  be offered  by  the  Bank's
          London  Branch to major banks in the offshore
          dollar  market at their request at  or  about
          11:00  a.m.  (London time) two Business  Days
          prior  to  the  first day  of  such  Interest
          Period for a term comparable to such Interest
          Period.

               "Eurodollar  Reserve Percentage"  means,
          for  any day during any Interest Period,  the
          reserve  percentage (expressed as a  decimal,
          rounded upward to the next 1/100th of 1%)  in
          effect on such day applicable to member banks
          under regulations issued from time to time by
          the Federal Reserve Board for determining the
          maximum  reserve requirement  (including  any
          emergency,  supplemental  or  other  marginal
          reserve   requirement)   with   respect    to
          Eurocurrency funding (currently  referred  to
          as "Eurocurrency liabilities").  The Offshore
          Rate  for  each outstanding LIBOR  Rate  Loan
          shall  be  adjusted automatically as  of  the
          effective   date  of  any   change   in   the
          Eurodollar Reserve Percentage.

<PAGE> 15

          "LIBOR Rate Loans" means the LIBOR Revolving Loans.

          "LIBOR  Revolving Loan" means a Revolving  Loan  during
any period in which it bears interest based on the LIBOR Rate.

          "Lien" means:  (a) any interest in property securing an
obligation owed to, or a claim by, a Person other than the  owner
of  the  property, whether such interest is based on  the  common
law,  statute,  or  contract, and including a security  interest,
charge,  claim, or lien arising from a mortgage, deed  of  trust,
encumbrance,    pledge,   hypothecation,   assignment,    deposit
arrangement, agreement, security agreement, conditional  sale  or
trust  receipt or a lease, consignment or bailment  for  security
purposes;  (b) to the extent not included under clause  (a),  any
reservation,  exception,  encroachment,  easement,  right-of-way,
covenant,  condition, restriction, lease or other title exception
or  encumbrance  affecting property; and (c)  any  contingent  or
other agreement to provide any of the foregoing.

          "Loan  Account" means the loan account of the Borrower,
which account shall be maintained by the Agent.

          "Loan  Documents" means this Agreement  and  any  other
agreements,  instruments,  and  documents  heretofore,   now   or
hereafter   evidencing,  securing,  guaranteeing   or   otherwise
relating to the Obligations, the Collateral, or any other  aspect
of the transactions contemplated by this Agreement.

          "Loans"  means,  collectively, all loans  and  advances
provided for in Article 2.

          "Loss Reserve Percentage" means the greater of (a) four
percent  (4%) or (b) the Net Charge-Off Percent as most  recently
calculated.

          "Majority  Lenders" means at any date of  determination
(a) Lenders whose Pro Rata Shares aggregate more than 66% as such
percentage  is determined under the definition of Pro Rata  Share
set  forth  herein; or (b) in the event there are  only  two  (2)
Lenders under this Agreement, both Lenders.

          "Margin  Stock" means "margin stock" as  such  term  is
defined in Regulation T, U  or X of the Federal Reserve Board.

          "Material Adverse Effect" means (a) a material  adverse
change  in,  or  a material adverse effect upon, the  operations,
business,  properties,  condition  (financial  or  otherwise)  or
prospects  of  the  Borrower or the Collateral;  (b)  a  material
impairment  of the ability of the Borrower to perform  under  any
Loan  Document to which it is a party and to avoid any  Event  of
Default;  or  (c)  a material adverse effect upon  the  legality,
validity,  binding effect or enforceability against the  Borrower
of any Loan Document to which it is a party.

<PAGE> 16

          "Maximum Revolver Amount" means $60,000,000.

          "Modified Contract" means a Contract which was, at  any
time,  in default for failure to pay for more than 59 days  after
its  original contractual due date and such Contract default  was
cured by adjusting or amending the contract terms, or accepting a
reduce payment or otherwise, or the Contract was replaced with  a
new  Contract with the Contract Debtor to accomplish any  of  the
foregoing.

          "Multi-employer Plan" means a "multi-employer plan"  as
defined  in  Section 4001(a)(3) of ERISA which is or was  at  any
time during the current year or the immediately preceding six (6)
years contributed to by the Borrower or any ERISA Affiliate.

          "Net  Balance"  means, as of the date of determination,
the  Gross  Contract  Payments of a Contract  less  all  unearned
interest,  fees,  charges, and insurance premiums  owing  by  the
Contract Debtor.

          "Net  Charge-Offs" for any period means  the  aggregate
amount of all unpaid payments due under Contracts which have been
charged off by the Borrower during such period, as reduced by the
amount of all cash recoveries with respect to Contracts which had
been  charged off during previous periods or during such  period.
In  computing the amount of the charge-offs, all charges made  to
the dealer reserve or to the dealer's discount shall be included.

          "Net  Charge-Off Percent" means the percent, calculated
as  of  the  first day of each month, equal to (a) the  aggregate
amount  of  all  Net Charge-Offs during each of the  twelve  (12)
months immediately preceding the date of calculation, divided  by
(b)  the  amount  of  the Net Balance owing under  all  Contracts
outstanding as of the last day of each of the previous 12  months
divided  by  twelve.   For example, if the Borrower  charged  off
$10,000 each month for 12 months and if the aggregate Net Balance
outstanding  at the end of the previous 12 months was  $1,000,000
for  6  months  and $1,200,000 for 6 months, the  Net  Charge-Off
Percent would be 10.91% ($120,000/$1,100,000).

          "Net  Contract  Payments" means the  remainder  of  the
aggregate  amount of all presently due and future, non-cancelable
installment payments to be made under a Contract, Less the sum of
all  unearned  finance  charges, unearned fees,  unearned  dealer
discounts,  applicable reserves (including non-refundable  dealer
reserves), unearned insurance premiums, and other similar charges
included  therein and/or applicable thereto, as appropriate,  and
Less  the Dealer Payment Reserve.  Unearned dealer discounts  and
non-refundable dealer reserves shall be computed on an  actuarial
basis  for  purposes  of  computing the  Net  Contract  Payments;
provided,  however,  only  unearned  finance  charges  shall   be
deducted  from  the payments due for purposes of  computing  loss
reserves under Section 9.20.

          "Net  Number  of  Repossessions" means  the  number  of
Vehicles repossessed by the Borrower from Contract Debtors during
the  twelve  calendar months immediately preceding  the  date  of
calculation,  minus the number of such Vehicles which  have  been
redeemed by such Contract Debtors.

          "Non-Ratable  Loan" and "Non-Ratable  Loans"  have  the
meanings specified in Section 2.2(h).

<PAGE> 17

          "Notice  of  Borrowing" has the  meaning  specified  in
Section 2.2(b).

          "Notice  of  Continuation/Conversion" has  the  meaning
specified in Section 3.2(b).

          "Obligations"  means  all  present  and  future  loans,
advances, liabilities, obligations, covenants, duties, and  debts
owing  by  the  Borrower to the Agent and/or any Lender,  arising
under  or  pursuant to this Agreement or any of  the  other  Loan
Documents,  whether  or  not evidenced  by  any  note,  or  other
instrument  or  document, whether arising from  an  extension  of
credit, acceptance, loan, guaranty, indemnification or otherwise,
whether  direct or indirect, absolute or contingent,  due  or  to
become due, primary or secondary, as principal or guarantor,  and
including  all  principal,  interest,  charges,  expenses,  fees,
attorneys' fees, filing fees and any other sums chargeable to the
Borrower  hereunder  or  under any of the other  Loan  Documents.
"Obligations"   includes,   without   limitation,   all    debts,
liabilities and obligations now or hereafter arising from  or  in
connection with Bank Products.

          "Older  Vehicle Contract Borrowing Base" means,  as  of
any  date of calculation, the amount of the Net Contract Payments
payable under Eligible Vehicle Contracts which are secured  by  a
lien  on a Vehicle which is eight or nine model years old at  the
time  such Contract was originated (excluding the model  year  in
effect at the time the Contract was originated).

          "Oldest Vehicle Contract Borrowing Base" means,  as  of
any  date of calculation, the amount of the Net Contract Payments
payable under Eligible Vehicle Contracts which are secured  by  a
lien  on a Vehicle which is ten model years old at the time  such
Contract  was originated (excluding the model year in  effect  at
the time the Contract was originated).

          "Other  Taxes"  means any present or  future  stamp  or
documentary taxes or any other excise or property taxes,  charges
or  similar levies which arise from any payment made hereunder or
from  the  execution, delivery or registration of,  or  otherwise
with respect to, this Agreement or any other Loan Documents.

          "Participant"  means  any Person who  shall  have  been
granted  the right by any Lender to participate in the  financing
provided by such Lender under this Agreement, and who shall  have
entered  into  a  participation agreement in form  and  substance
satisfactory to such Lender.

          "Past Due Percent" means the percent, calculated as  of
the  first  day  of each month, equal to (a) the  Gross  Contract
Payments  owing under all Contracts (excluding Contracts charged-
off) as to which any portion of an installment due thereunder  is
30  days or more past due as determined on a contractual basis as
of  the  last day of each of the six months immediately preceding
the  date  of  calculation, divided by  (b)  the  Gross  Contract
Payments  owing under all Contracts (excluding Contracts charged-
off)  as  of  the last day of each of the six months  immediately
preceding  the date of calculation.  For example, if, as  of  the
last  day  of the previous six months the Gross Contract Payments
were $1,500,000 and on the same date the amount of Gross Contract
Payments  that were more than 30 days past due was  $100,000  for
three  months and $150,000 for three months, the Past Due Percent
would be 8 1/3% ($750,000/$9,000,000).

<PAGE> 18

          "Payment  Account" means each bank account  established
pursuant  to  Section 6.9, to which the proceeds of Accounts  and
other  Collateral  are  deposited  or  credited,  and  which   is
maintained in the name of the Agent or the Borrower, as the Agent
may determine, on terms acceptable to the Agent.

          "PBGC"  means the Pension Benefit Guaranty  Corporation
or   any  Governmental  Authority  succeeding  to  the  functions
thereof.

          "Pending  Revolving  Loans" means,  at  any  time,  the
aggregate  principal amount of all Revolving Loans  requested  in
any  Notice of Borrowing received by the Agent which have not yet
been advanced.

          "Pension  Plan"  means a pension plan  (as  defined  in
Section  3(2)  of ERISA) subject to Title IV of ERISA  which  the
Borrower sponsors, maintains, or to which it makes, is making, or
is  obligated to make contributions, or in the case of  a  Multi-
employer  Plan   has made contributions at any  time  during  the
immediately preceding five (5) plan years.

          "Permitted Liens" means:

               (a)   Liens  for taxes not delinquent or statutory
Liens for taxes in an amount not to exceed $100,000 provided that
the  payment  of  such taxes which are due and payable  is  being
contested in good faith and by appropriate proceedings diligently
pursued  and  as to which adequate financial reserves  have  been
established  on  Borrower's  books and  records  and  a  stay  of
enforcement of any such Lien is in effect;

               (b)  the Agent's Liens;

               (c)   Liens  consisting of deposits  made  in  the
ordinary  course  of business in connection with,  or  to  secure
payment    of,    obligations    under   worker's   compensation,
unemployment  insurance, social security and other similar  laws,
or to secure the performance of bids, tenders or contracts (other
than for the repayment of borrowed money) or to secure indemnity,
performance or other similar bonds for the performance  of  bids,
tenders  or  contracts (other than for the repayment of  borrowed
money)  or  to  secure statutory obligations  (other  than  liens
arising  under ERISA or Environmental Liens) or surety or  appeal
bonds,  or  to  secure indemnity, performance  or  other  similar
bonds;

               (d)   Liens  securing  the claims  or  demands  of
materialmen,  mechanics,  carriers, warehousemen,  landlords  and
other  like  Persons, provided that if any such Lien arises  from
the nonpayment of such claims or demand when due, such claims  or
demands do not exceed $100,000 in the aggregate;

               (e)  Liens constituting encumbrances in the nature
of  reservations, exceptions, encroachments, easements, rights of
way,  covenants  running with the land, and other  similar  title
exceptions  or  encumbrances affecting any Real Estate;  provided
that  they  do not in the aggregate materially detract  from  the
value of the Real Estate or materially interfere with its use  in
the ordinary conduct of the Borrower's business; and

<PAGE> 19

               (f)   Liens arising from judgments and attachments
in connection with court proceedings provided that the attachment
or  enforcement  of such Liens would not result in  an  Event  of
Default  hereunder  and such Liens are being  contested  in  good
faith by appropriate proceedings, adequate reserves have been set
aside  and no material Property is subject to a material risk  of
loss  or  forfeiture and the claims in respect of such Liens  are
fully  covered  by insurance (subject to ordinary  and  customary
deductibles) and a stay of execution pending appeal or proceeding
for review is in effect.

          "Person"  means  any  individual, sole  proprietorship,
partnership,  limited  liability company, joint  venture,  trust,
unincorporated     organization,    association,     corporation,
Governmental Authority, or any other entity.

          "Plan"  means an employee benefit plan (as  defined  in
Section  3(3) of ERISA) which the Borrower sponsors or  maintains
or  to  which  the Borrower makes, is making, or is obligated  to
make contributions and includes any Pension Plan.

          "Property"  means any interest in any kind of  property
or  asset,  whether  personal  or real  property,  or  mixed,  or
tangible, or intangible.

          "Pro  Rata  Share" means, with respect to a  Lender,  a
fraction  (expressed as a percentage), the numerator of which  is
the  amount  of  such Lender's Commitment and the denominator  of
which  is  the  sum  of  the  amounts  of  all  of  the  Lenders'
Commitments,  or  if no Commitments are outstanding,  a  fraction
(expressed as a percentage), the numerator of which is the amount
of  Obligations owed to such Lender and the denominator of  which
is  the  aggregate amount of the Obligations owed to the Lenders,
in  each  case giving effect to a Lender's participation in  Non-
Ratable Loans and Agent Advances.

          "Proprietary  Rights" means all of the  Borrower's  now
owned  and  hereafter arising or acquired:  licenses, franchises,
permits, patents, patent rights, copyrights, works which are  the
subject  matter of copyrights, trademarks, service  marks,  trade
names,   trade   styles,  patent,  trademark  and  service   mark
applications, and all licenses and rights related to any  of  the
foregoing,  and all other rights under any of the foregoing,  all
extensions,  renewals,  reissues, divisions,  continuations,  and
continuations-in-part of any of the foregoing, and all rights  to
sue  for  past,  present and future infringement of  any  of  the
foregoing.

          "Real  Estate"  means  all of  the  Borrower's  now  or
hereafter  owned  or leased estates in real property,  including,
without  limitation, all fees, leaseholds and  future  interests,
together  with  all of the Borrower's now or hereafter  owned  or
leased  interests  in  the  improvements  thereon,  the  fixtures
attached thereto and the easements appurtenant thereto.

          "Release"  means  a release, spill, emission,  leaking,
pumping,  injection,  deposit,  disposal,  discharge,  dispersal,
leaching or migration of a Contaminant into the indoor or outdoor
environment or into or out of any Real Estate  or other property,
including  the movement of Contaminants through or  in  the  air,
soil,  surface  water,  groundwater  or  Real  Estate   or  other
property.

<PAGE> 20

          "Reportable Event" means, any of the events  set  forth
in  Section 4043(b) of ERISA or the regulations thereunder, other
than any such event for which the 30-day notice requirement under
ERISA has been waived in regulations issued by the PBGC.

          "Repossessed   Adjustment  Percent"   means   (a)   one
percentage  point when the Repossessed Percent  is  equal  to  or
greater  than twenty-five percent (25%), but less than twenty-six
percent (26%), and (b) two percentage points when the Repossessed
Percent is equal to or greater than twenty-six percent (26%).

          "Repossession Percent" means the percent, calculated as
of  the  first  day of each month, equal to (a) the  repossession
value  of  all  Vehicles which the Borrower has  repossessed  and
which,  as  of the last day of the preceding month, was reflected
as  an  asset  on  the Borrower's books divided by  (b)  the  Net
Balance   owing  under all Vehicle Contracts  (excluding  Vehicle
Contracts charged-off) outstanding as of the last day of each  of
the  previous twelve (12) months divided by twelve.  For example,
if  10 Vehicles having a total repossession value of $50,000  had
at  any  time been repossessed by Borrower and were reflected  as
assets on the books of Borrower at the end of a month and for the
preceding 12 months the Net Balance was $1,000,000 for  four  (4)
months,  $1,500,000 for four (4) months and $2,000,000  for  four
(4)   months,   the  Repossession  Percent  would   be   3   1/3%
($50,000/$1,500,000).

          "Repossessed  Percent"  means,  as  of  any   date   of
calculation, the percent resulting from dividing the  Net  Number
of  Repossessions  by  the  Average  Monthly  Number  of  Vehicle
Contracts.

          "Required Lenders" means at any time (a) Lenders  whose
Pro  Rata Shares aggregate more than fifty percent (50%) as  such
percentage  is determined under the definition of Pro Rata  Share
set  forth  herein, or (b) in the event there are  only  two  (2)
Lenders under this Agreement, either Lender.

          "Requirement of Law" means, as to any Person,  any  law
(statutory   or   common),  treaty,   rule   or   regulation   or
determination of an arbitrator or of a Governmental Authority, in
each case applicable to or binding upon the Person or any of  its
property  or  to  which  the Person or any  of  its  property  is
subject.

          "Responsible Officer" means the chief executive officer
or  the  president of the Borrower, or any other  officer  having
substantially  the  same authority and responsibility;  or,  with
respect   to   compliance  with  financial  covenants   and   the
preparation  of  the  Borrowing  Base  Certificate,   the   chief
financial officer or the treasurer of the Borrower, or any  other
officer    having   substantially   the   same   authority    and
responsibility.

          "Restricted Investment" means, as to the Borrower,  any
acquisition of property by the Borrower in exchange for  cash  or
other  property, whether in the form of an acquisition of  stock,
debt,  or  other indebtedness or obligation, or the  purchase  or
acquisition  of  any other property, or a loan, advance,  capital
contribution,   or  subscription,  except  the  following:    (a)
acquisitions  of  Equipment to be used in  the  business  of  the
Borrower  so  long  as the acquisition costs  thereof  constitute
Capital  Expenditures permitted hereunder;  (b)  acquisitions  of
Inventory in the ordinary course of business of the Borrower; (c)
acquisitions of current assets acquired in the ordinary course of
business  of the Borrower; (d) direct obligations of  the  United
States   of  America,  or  any  agency  thereof,  or  obligations
guaranteed  by the United States of America, provided  that  such
obligations  mature within one year from the date of  acquisition
thereof;  (e)  acquisitions of certificates of  deposit  maturing
within   one   year  from  the  date  of  acquisition,   bankers'
acceptances,   Eurodollar  bank  deposits,  or   overnight   bank
deposits, in each case issued by, created by, or with a  bank  or
trust  company organized under the laws of the United  States  of
America   or  any  state  thereof  having  capital  and   surplus
aggregating at least $100,000,000; (f) acquisitions of commercial
paper  given  a  rating of "A2" or better by  Standard  &  Poor's
Corporation or "P2" or better by Moody's Investors Service,  Inc.
and  maturing  not  more than 90 days from the date  of  creation
thereof; and (g) Hedge Agreements.

<PAGE> 21

          "Revolving   Loans"  has  the  meaning   specified   in
Section 2.2 and includes each Agent Advance and Non-Ratable Loan.

          "Sales  Finance  Contracts" mean  Contracts  which  are
purchased from Dealers and which arise from a consumer purchasing
consumer goods (other than a Vehicle) from Dealers.

          "Security  Documents"  means all  security  agreements,
chattel  mortgages, deeds of trust, mortgages, or other  security
instruments, guaranties, sureties, and agreements of  every  type
and   nature  (including  certificates  of  title)  securing  the
obligations of Contract Debtors under Contracts.

          "Settlement"  and "Settlement Date" have  the  meanings
specified in Section 2.2(j)(i).

          "Solvent"  means when used with respect to  any  Person
that at the time of determination:

          (a)   the  assets of such Person, at a fair  valuation,
     are  in  excess of the total amount of its debts  (including
     contingent liabilities); and

          (b)   the present fair saleable value of its assets  is
     greater than its probable liability on its existing debts as
     such debts become absolute and matured; and

          (c)   it is then able and expects to be able to pay its
     debts (including contingent debts and other commitments)  as
     they mature; and

          (d)  it has capital sufficient to carry on its business
     as conducted and as proposed to be conducted.

For  purposes  of  determining whether a Person is  Solvent,  the
amount  of  any  contingent liability shall be  computed  as  the
amount that, in light of all the facts and circumstances existing
at  such  time,  represents the amount  that  can  reasonably  be
expected to become an actual or matured liability.

          "Stated Termination Date" means November 30, 2002.

<PAGE> 22

          "Subordinated  Debt"  means all debt  of  the  Borrower
which  is  subordinated to the Obligations pursuant to a  written
subordination  agreement the terms of which are  satisfactory  to
the Agent in its sole and absolute discretion.

          "Subsidiary"   of  a  Person  means  any   corporation,
association,   partnership,  limited  liability  company,   joint
venture or other business entity of which more than fifty percent
(50%) of the voting stock or other equity interests (in the  case
of  Persons  other  than corporations), is  owned  or  controlled
directly  or  indirectly by the Person, or one  or  more  of  the
Subsidiaries of the Person, or a combination thereof.  Unless the
context  otherwise  clearly  requires,  references  herein  to  a
"Subsidiary" refer to a Subsidiary of the Borrower.

          "Taxes"  means  any and all present  or  future  taxes,
levies,  imposts,  deductions, charges or withholdings,  and  all
liabilities with respect thereto, excluding, in the case of  each
Lender  and  the  Agent, such taxes (including  income  taxes  or
franchise taxes) as are imposed on or measured by the Agent's  or
each  Lender's  net income in any jurisdiction (whether  federal,
state  or  local and including any political subdivision thereof)
under the laws of which such Lender or the Agent, as the case may
be, is organized or maintains a lending office.

          "Termination Date" means the earliest to occur  of  (i)
the Stated Termination Date, (ii) the date the Total Facility  is
terminated either by the Borrower pursuant to Section 4.2  or  by
the Majority Lenders pursuant to Section 11.2, and (iii) the date
this  Agreement is otherwise terminated for any reason whatsoever
pursuant to the terms of this Agreement.

          "UCC"  means  the  Uniform  Commercial  Code  (or   any
successor statute), as in effect from time to time, of the  State
of  New York or of any other state the laws of which are required
as a result thereof to be applied in connection with the issue of
perfection of security interests.

          "Unfunded  Pension Liability" means  the  excess  of  a
Plan's  benefit liabilities under Section 4001(a)(16)  of  ERISA,
over  the  current  value of that Plan's  assets,  determined  in
accordance with the assumptions used for funding the Pension Plan
pursuant to Section 412 of the Code for the applicable plan year.

          "Uninsured  Contracts"  means Vehicle  Contracts  which
would  constitute  Eligible  Vehicle Contracts  except  that  the
Vehicle securing repayment of the Contract is not insured against
loss.

          "Unused  Line Fee" has the meaning specified in Section
3.5.

          "Vehicle" means any new or used, two-axeled, automobile
or light-duty truck, together with all equipment sold or financed
in connection therewith.

          "Vehicle   Contract"   means  a   Contract   (including
Uninsured  Vehicle  Contracts) which is a  motor  vehicle  retail
installment contract arising from the purchase of a Vehicle.

<PAGE> 23

     1.2  Accounting Terms.

         Any  accounting term used in this Agreement shall  have,
unless   otherwise  specifically  provided  herein,  the  meaning
customarily  given  in accordance with GAAP,  and  all  financial
computations  hereunder  shall  be  computed,  unless   otherwise
specifically  provided  herein,  in  accordance  with   GAAP   as
consistently  applied  and using the same  method  for  inventory
valuation as used in the preparation of the Financial Statements.

     1.3  Interpretive Provisions.
          (a)   The  meanings  of  defined  terms   are   equally
applicable to the singular and plural forms of the defined terms.

          (b)   The  words  "hereof," "herein,"  "hereunder"  and
similar words refer to this Agreement as a whole and not  to  any
particular provision of this Agreement; and Subsection,  Section,
Schedule  and  Exhibit  references are to this  Agreement  unless
otherwise specified.

          (c)   (i)   The term "documents" includes any  and  all
instruments,  documents,  agreements,  certificates,  indentures,
notices and other writings, however evidenced.

               (ii)  The  term  "including" is not  limiting  and
means "including without limitation."

               (iii)      In the computation of periods  of  time
from  a specified date to a later specified date, the word "from"
means "from and including," the words "to" and "until" each  mean
"to   but  excluding"  and  the  word  "through"  means  "to  and
including."

          (d)   Unless  otherwise expressly provided herein,  (i)
references  to  agreements (including this Agreement)  and  other
contractual instruments shall be deemed to include all subsequent
amendments  and  other modifications thereto,  but  only  to  the
extent such amendments and other modifications are not prohibited
by  the  terms of any Loan Document, and (ii) references  to  any
statute  or  regulation  are  to be construed  as  including  all
statutory  and  regulatory  provisions  consolidating,  amending,
replacing,   supplementing  or  interpreting   the   statute   or
regulation.

          (e)   The  captions and headings of this Agreement  are
for  convenience  of  reference only and  shall  not  affect  the
interpretation of this Agreement.

          (f)   This Agreement and other Loan Documents  may  use
several  different limitations, tests or measurements to regulate
the  same  or similar matters.  All such limitations,  tests  and
measurements  are  cumulative and  shall  each  be  performed  in
accordance with their terms.

          (g)   This  Agreement and the other Loan Documents  are
the  result  of  negotiations among and  have  been  reviewed  by
counsel to the Agent, the Borrower and the other parties, and are
the  products  of all parties.  Accordingly, they  shall  not  be
construed against the Lenders or the Agent merely because of  the
Agent's or Lenders' involvement in their preparation.

<PAGE> 24


                            ARTICLE 2

                              LOANS

     2.1  Total Facility.

         Subject  to  all  of the terms and  conditions  of  this
Agreement, the Lenders severally agree to make available a  total
credit  facility  of up to the Maximum Revolver  Amount  for  the
Borrower's  use  from  time  to time  during  the  term  of  this
Agreement.   The  Total Credit Facility shall be  composed  of  a
revolving line of credit consisting of Revolving Loans up to  the
Borrowing Base.

     2.2  Revolving Loans.

          (a)Amounts.  Subject  to   the   satisfaction   of  the
conditions  precedent  set  forth  in  Article  10,  each  Lender
severally,  but not jointly, agrees, upon the Borrower's  request
from time to time on any Business Day during the period from  the
Closing  Date  to  the Termination Date, to make revolving  loans
(the  "Revolving Loans") to the Borrower in amounts not to exceed
(except for the Bank with respect to Non-Ratable Loans and except
for  the Agent with respect to Agent Advances) such Lender's  Pro
Rata Share of the Borrowing Base.  The Lenders, however, in their
unanimous discretion, may elect to make Revolving Loans in excess
of  the Availability on one or more occasions, but if they do so,
neither the Agent nor the Lenders shall be deemed thereby to have
changed  the  limits of the Borrowing Base or to be obligated  to
exceed  such  limits  on any other occasion.   If  the  Aggregate
Revolver Outstandings exceed the Borrowing Base, the Lenders  may
refuse  to  make  or otherwise restrict the making  of  Revolving
Loans  as  the  Lenders  determine until  such  excess  has  been
eliminated,  subject  to  the  Agent's  authority,  in  its  sole
discretion,  to  make Agent Advances pursuant  to  the  terms  of
Section 2.2(i).

          (b)   Procedure  for  Borrowing.  (1)   Each  Borrowing
shall  be  made  upon the Borrower's irrevocable  written  notice
delivered  to  the  Agent in the form of a  notice  of  borrowing
("Notice   of   Borrowing")  together  with  a   Borrowing   Base
Certificate  reflecting sufficient Availability,  which  must  be
received  by  the Agent prior to 11:00 a.m. (New York  time)  (i)
three  Business Days prior to the requested Funding Date, in  the
case of LIBOR Rate Loans and (ii) no later than 11:00 a.m. on the
requested  Funding  Date,  in  the  case  of  Base  Rate   Loans,
specifying:

                    (A)  the amount of the Borrowing which in the
case of a LIBOR Rate Loan may not be less than $1,000,000;

                    (B)   the requested Funding Date, which shall
be a Business Day;

                    (C)   whether  the Revolving Loans  requested
are to be Base Rate Revolving Loans or LIBOR Revolving Loans (and
if  not  specified, it shall be deemed a request for a Base  Rate
Revolving Loan); and

                    (D)   the duration of the Interest Period  if
the  requested  Revolving Loans are to be LIBOR Revolving  Loans.
If  the Notice of Borrowing fails to specify the duration of  the
Interest Period for any Borrowing comprised of LIBOR Rate  Loans,
such Interest Period shall be one month; provided,  however, that
with respect to the Borrowing to be  made on   the  Closing Date,
such Borrowings will consist of Base  Rate Revolving Loans only.

<PAGE> 25

               (2)   With  respect to any request for  Base  Rate
Revolving Loans, in lieu of delivering the above-described Notice
of Borrowing the Borrower may give the Agent telephonic notice of
such request by the required time, with such telephonic notice to
be  confirmed  in writing within 24 hours of the giving  of  such
notice  but the Agent at all times shall be entitled to  rely  on
such telephonic notice in making such Revolving Loans, regardless
of whether any such confirmation is received by Agent.

               (3)  The Borrower shall have no right to request a
LIBOR  Rate Loan while a Default or Event of Default has occurred
and is continuing.

          (c)   Reliance  upon  Authority.   The  Borrower  shall
deliver  to  the  Agent, prior to the Closing  Date,   a  writing
setting  forth the account of the Borrower to which the Agent  is
authorized  to  transfer  the proceeds  of  the  Revolving  Loans
requested  pursuant to this Section 2.2. which account  shall  be
reasonably satisfactory to the Agent. The Agent shall be entitled
to  rely conclusively on any person's request for Revolving Loans
on  behalf  of  the Borrower, the proceeds of  which  are  to  be
transferred to the account specified by the Borrower pursuant  to
the  immediately  preceding sentence, until  the  Agent  receives
written  notice  from  the  Borrower that  the  proceeds  of  the
Revolving Loans are to be sent to a different account.  The Agent
shall  have  no  duty to verify the identity  of  any  individual
representing  himself or herself as a person  authorized  by  the
Borrower to make such requests on its behalf.

          (d)   No  Liability.   The Agent shall  not  incur  any
liability  to the Borrower as a result of acting upon any  notice
referred  to in Sections 2.2(b) and (c), which notice  the  Agent
believes in good faith to have been given by an officer or  other
person duly authorized by the Borrower to request Revolving Loans
on  its  behalf or for otherwise acting in good faith under  this
Section  2.2,  and  the  crediting  of  Revolving  Loans  to  the
Borrower's  deposit account, as the Borrower shall direct,  shall
conclusively  establish the obligation of the Borrower  to  repay
such Revolving Loans as provided herein.

          (e)   Notice Irrevocable.  Any Notice of Borrowing  (or
telephonic   notice   in   lieu   thereof)   made   pursuant   to
Section  2.2(b)  shall be irrevocable and the Borrower  shall  be
bound  to  borrow  the  funds  requested  therein  in  accordance
therewith.

          (f)   Agent's  Election.  Promptly after receipt  of  a
Notice  of  Borrowing  (or  telephonic notice  in  lieu  thereof)
pursuant  to  Section  2.2(b), the  Agent  shall  elect,  in  its
discretion, (i) to have the terms of Section 2.2(g) apply to such
requested Borrowing, or (ii) to request the Bank to make  a  Non-
Ratable  Loan  pursuant  to the terms of Section  2.2(h)  in  the
amount of the requested Borrowing; provided, however, that if the
Bank  declines in its sole discretion to make a Non-Ratable  Loan
pursuant  to  Section 2.2(h), the Agent shall elect to  have  the
terms of Section 2.2(g) apply to such requested Borrowing.

          (g)   Making of Revolving Loans.  (i) In the event that
the  Agent  shall elect to have the terms of this Section  2.2(g)
apply  to  a requested Borrowing as described in Section  2.2(f),
then  promptly  after  receipt  of  a  Notice  of  Borrowing   or
telephonic  notice pursuant to Section 2.2(b),  the  Agent  shall
notify  the Lenders by telecopy, telephone or other similar  form
of  transmission, of the requested Borrowing.  Each Lender  shall
make  the amount of such Lender's Pro Rata Share of the requested
Borrowing available to the Agent in immediately available  funds,
to  such  account  of the Agent as the Agent may  designate,  not
later  than  11:00  a.m., (New York time)  on  the  Funding  Date
applicable thereto.  After the Agent's receipt of the proceeds of
such  Revolving Loans, the Agent shall make the proceeds of  such
Revolving  Loans  available  to the Borrower  on  the  applicable
Funding Date by transferring same day funds equal to the proceeds
of  such Revolving Loans received by the Agent to the account  of
the   Borrower,  designated  in  writing  by  the  Borrower   and
acceptable  to the Agent; provided, however, that the  amount  of
Revolving Loans so made on any date shall in no event exceed  the
Availability on such date.

<PAGE> 26

          (ii) Unless the Agent receives notice from a Lender  on
or  prior  to the Closing Date or, with respect to any  Borrowing
after  the Closing Date, at least one Business Day prior  to  the
date  of such Borrowing, that such Lender will not make available
as  and  when required hereunder to the Agent for the account  of
the  Borrower the amount of that Lender's Pro Rata Share  of  the
Borrowing,  the Agent may assume that each Lender has  made  such
amount  available to the Agent in immediately available funds  on
the  Funding  Date  and  the  Agent may  (but  shall  not  be  so
required),  in reliance upon such assumption, make  available  to
the  Borrower on such date a corresponding amount.  If and to the
extent  any Lender shall not have made its full amount  available
to the Agent in immediately available funds and the Agent in such
circumstances  has  made available to the Borrower  such  amount,
that Lender shall on the Business Day following such Funding Date
make  such amount available to the Agent, together with  interest
at  the  Federal Funds Rate for each day during such  period.   A
notice  by  the  Agent submitted to any Lender  with  respect  to
amounts  owing under this subsection shall be conclusive,  absent
manifest  error.   If  such  amount is so  made  available,  such
payment  to  the  Agent shall constitute such Lender's  Revolving
Loan  for all purposes of this Agreement.  If such amount is  not
made  available  to the Agent on the Business Day  following  the
Funding  Date, the Agent will notify the Borrower of such failure
to  fund  and, upon demand by the Agent, the Borrower  shall  pay
such  amount to the Agent for the Agent's account, together  with
interest  thereon  for each day elapsed since the  date  of  such
Borrowing,  at  a  rate  per annum equal  to  the  Interest  Rate
applicable  at  the time to the Revolving Loans  comprising  such
Borrowing.  The failure of any Lender to make any Revolving  Loan
on  any Funding Date (any such Lender, prior to the cure of  such
failure,  being hereinafter referred to as a "Defaulting Lender")
shall not relieve any other Lender of any obligation hereunder to
make  a Revolving Loan on such Funding Date, but no Lender  shall
be  responsible for the failure of any other Lender to  make  the
Revolving  Loan  to be made by such other Lender on  any  Funding
Date.

          (iii)      The Agent shall not be obligated to transfer
to a Defaulting Lender any payments made by Borrower to the Agent
for  the  Defaulting  Lender's benefit; nor  shall  a  Defaulting
Lender  be  entitled  to the sharing of any  payments  hereunder.
Amounts  payable to a Defaulting Lender shall instead be paid  to
or  retained  by  the  Agent.  The Agent may  hold  and,  in  its
discretion,  re-lend to Borrower the amount of all such  payments
received  or  retained by it for the account of  such  Defaulting
Lender.   Any  amounts  so  re-lent to the  Borrower  shall  bear
interest at the rate applicable to Base Rate Revolving Loans  and
for  all other purposes of this Agreement shall be treated as  if
they  were Revolving Loans, provided, however, that for  purposes
of  voting  or  consenting to matters with respect  to  the  Loan
Documents and determining Pro Rata Shares, such Defaulting Lender
shall  be deemed not to be a "Lender".  Until a Defaulting Lender
cures its failure to fund its Pro Rata Share of any Borrowing (A)
such  Defaulting Lender shall not be entitled to any  portion  of
the  Unused Line Fee and (B) the Unused Line Fee shall accrue  in
favor of the Lenders which have funded their respective Pro  Rata
Shares  of such requested Borrowing and shall be allocated  among
such   performing  Lenders  ratably  based  upon  their  relative
Commitments.  This Section shall remain effective with respect to
such  Lender  until such time as the Defaulting Lender  shall  no
longer  be  in  default  of  any of its  obligations  under  this
Agreement.   The terms of this Section shall not be construed  to
increase  or  otherwise affect the Commitment of any  Lender,  or
relieve  or excuse the performance by the Borrower of its  duties
and obligations hereunder.

<PAGE> 27

          (h)  Making of Non-Ratable Loans.  (i) In the event the
Agent  shall  elect, with the consent of the Bank,  to  have  the
terms  of  this Section 2.2(h) apply to a requested Borrowing  as
described in Section 2.2(f), the Bank shall make a Revolving Loan
in  the  amount of such Borrowing (any such Revolving  Loan  made
solely by the Bank pursuant to this Section 2.2(h) being referred
to  as  a  "Non-Ratable  Loan"  and such  Revolving  Loans  being
referred to collectively as "Non-Ratable Loans") available to the
Borrower  on  the Funding Date applicable thereto by transferring
same  day  funds  to  an account of the Borrower,  designated  in
writing  by the Borrower and acceptable to the Agent.  Each  Non-
Ratable  Loan  shall be subject to all the terms  and  conditions
applicable  to  other Revolving Loans except  that  all  payments
thereon  shall be payable to the Bank solely for its own  account
(and  for the account of the holder of any participation interest
with  respect  to  such Revolving Loan).   The  Agent  shall  not
request  the Bank to make any Non-Ratable Loan if (A)  the  Agent
shall  have received written notice from any Lender that  one  or
more  of the applicable conditions precedent set forth in Article
10  will  not be satisfied on the requested Funding Date for  the
applicable Borrowing, or (B) the requested Borrowing would exceed
the  Availability  on  such Funding Date.  The  Agent  shall  not
otherwise   be  required  to  determine  whether  the  applicable
conditions precedent set forth in Article 10 have been  satisfied
or  the requested Borrowing would exceed the Availability on  the
Funding  Date  applicable thereto prior to making,  in  its  sole
discretion, any Non-Ratable Loan.

          (ii)  The  Non-Ratable Loans shall be  secured  by  the
Agent's   Liens  in  and  to  the  Collateral,  shall  constitute
Revolving  Loans  and  Obligations  hereunder,  and  shall   bear
interest at the rate applicable to the Revolving Loans from  time
to time.

          (i)   Agent  Advances.  (i) Subject to the  limitations
set  forth in the provisos contained in this Section 2.2(i),  the
Agent is hereby authorized by the Borrower and the Lenders,  from
time  to  time  in  the Agent's sole discretion,  (A)  after  the
occurrence  of a Default or an Event of Default, or  (B)  at  any
time  that  any of the other applicable conditions precedent  set
forth  in  Article 10 have not been satisfied, to make Base  Rate
Revolving  Loans to the Borrower on behalf of the  Lenders  which
the  Agent, in its reasonable business judgment, deems  necessary
or  desirable (1) to preserve or protect the Collateral,  or  any
portion  thereof, (2) to enhance the likelihood of,  or  maximize
the  amount of, repayment of the Loans and other Obligations,  or
(3)  to  pay any other amount chargeable to the Borrower pursuant
to  the  terms  of  this  Agreement, including  costs,  fees  and
expenses  as  described  in Section 15.7  (any  of  the  advances
described in this Section 2.2(i) being hereinafter referred to as
"Agent Advances"); provided, that the Required Lenders may at any
time  revoke the Agent's authorization contained in this  Section
2.2(i)  to  make  Agent Advances, any such revocation  to  be  in
writing  and  to become effective prospectively upon the  Agent's
receipt thereof;

<PAGE> 28

          (ii)  The  Agent Advances shall be repayable on  demand
and  secured by the Agent's Liens in and to the Collateral, shall
constitute Revolving Loans and Obligations hereunder,  and  shall
bear interest at the rate applicable to Base Rate Revolving Loans
from time to time.  The Agent shall notify each Lender in writing
of each such Agent Advance.

          (j)   Settlement.   It  is agreed  that  each  Lender's
funded  portion of the Revolving Loans is intended by the Lenders
to  be equal at all times to such Lender's Pro Rata Share of  the
outstanding Revolving Loans.  Notwithstanding such agreement, the
Agent,  the  Bank,  and the other Lenders agree (which  agreement
shall  not  be for the benefit of or enforceable by the Borrower)
that  in order to facilitate the administration of this Agreement
and  the  other Loan Documents, settlement among them as  to  the
Revolving  Loans,  the Non-Ratable Loans and the  Agent  Advances
shall  take  place  on  a periodic basis in accordance  with  the
following provisions:

          (i)   The Agent shall request settlement ("Settlement")
with  the  Lenders  on  at least a weekly basis,  or  on  a  more
frequent  basis if so determined by the Agent, (A) on  behalf  of
the  Bank, with respect to each outstanding Non-Ratable Loan, (B)
for  itself,  with respect to each Agent Advance,  and  (C)  with
respect  to collections received, in each case, by notifying  the
Lenders  of  such requested Settlement by telecopy, telephone  or
other similar form of transmission, of such requested Settlement,
no  later  than 12:00 noon (New York time) on the  date  of  such
requested Settlement (the "Settlement Date").  Each Lender (other
than the Bank, in the case of Non-Ratable Loans and the Agent  in
the  case  of  Agent  Advances) shall make  the  amount  of  such
Lender's  Pro Rata Share of the outstanding principal  amount  of
the  Non-Ratable Loans and Agent Advances with respect  to  which
Settlement  is requested available to the Agent, to such  account
of the Agent as the Agent may designate, not later than 3:00 p.m.
(New York time), on the Settlement Date applicable thereto, which
may   occur  before  or  after  the  occurrence  or  during   the
continuation of a Default or an Event of Default and  whether  or
not  the applicable conditions precedent set forth in Article  10
have  then  been satisfied.  Such amounts made available  to  the
Agent shall be applied against the amounts of the applicable Non-
Ratable  Loan or Agent Advance and, together with the portion  of
such  Non-Ratable Loan or Agent Advance representing  the  Bank's
Pro  Rata Share thereof, shall constitute Revolving Loans of such
Lenders.   If any such amount is not made available to the  Agent
by  any  Lender  on the Settlement Date applicable  thereto,  the
Agent  shall  (A)  on behalf of the Bank, with  respect  to  each
outstanding Non-Ratable Loan, and (B) for itself, with respect to
each  Agent Advance be entitled to recover such amount on  demand
from  such  Lender together with interest thereon at the  Federal
Funds  Rate  for  the  first three (3) days from  and  after  the
Settlement  Date  and  thereafter  at  the  Interest  Rate   then
applicable to the Revolving Loans.

          (ii)  Notwithstanding the foregoing, not more than  one
(1)  Business  Day  after demand is made by  the  Agent  (whether
before  or  after  the occurrence of a Default  or  an  Event  of
Default  and  regardless of whether the  Agent  has  requested  a
Settlement with respect to a Non-Ratable Loan or Agent  Advance),
each  other  Lender  (A)  shall irrevocably  and  unconditionally
purchase  and receive from the Bank or the Agent, as  applicable,
without   recourse  or  warranty,  an  undivided   interest   and
participation in such Non-Ratable Loan or Agent Advance equal  to
such  Lender's Pro Rata Share of such Non-Ratable Loan  or  Agent
Advance  and  (B) if Settlement has not previously occurred  with
respect to such Non-Ratable Loans or Agent Advances, upon  demand
by  Bank or Agent, as applicable, shall pay to Bank or Agent,  as
applicable, as the purchase price of such participation an amount
equal  to  one-hundred percent (100%) of such Lender's  Pro  Rata
Share  of  such  Non-Ratable Loans or Agent  Advances.   If  such
amount  is not in fact made available to the Agent by any Lender,
the Agent shall be entitled to recover such amount on demand from
such  Lender together with interest thereon at the Federal  Funds
Rate for the first three (3) days from and after such demand  and
thereafter  at  the Interest Rate then applicable  to  Base  Rate
Revolving Loans.

<PAGE> 29

          (iii)     From and after the date, if any, on which any
Lender  purchases an undivided interest and participation in  any
Non-Ratable  Loan  or  Agent  Advance  pursuant  to  clause  (ii)
preceding,  the Agent shall promptly distribute to  such  Lender,
such  Lender's  Pro Rata Share of all payments of  principal  and
interest and all proceeds of Collateral received by the Agent  in
respect of such Non-Ratable Loan or Agent Advance.

          (iv) Between Settlement Dates, the Agent, to the extent
no  Agent Advances are outstanding, may pay over to the Bank  any
payments  received  by the Agent, which in  accordance  with  the
terms of this Agreement would be applied to the reduction of  the
Revolving  Loans, for application to the Bank's  Revolving  Loans
including  Non-Ratable  Loans.  If, as of  any  Settlement  Date,
collections   received  since  the  then  immediately   preceding
Settlement  Date have been applied to the Bank's Revolving  Loans
(other than to Non-Ratable Loans or Agent Advances in which  such
Lender  has  not  yet  funded  its purchase  of  a  participation
pursuant  to Section 2.2(j)(ii) above), as provided  for  in  the
previous  sentence,  the Bank shall pay  to  the  Agent  for  the
accounts  of  the  Lenders,  to be  applied  to  the  outstanding
Revolving Loans of such Lenders, an amount such that each  Lender
shall,  upon receipt of such amount, have, as of such  Settlement
Date,  its  Pro  Rata Share of the Revolving Loans.   During  the
period  between Settlement Dates, the Bank with respect  to  Non-
Ratable Loans, the Agent with respect to Agent Advances, and each
Lender with respect to the Revolving Loans other than Non-Ratable
Loans  and Agent Advances, shall be entitled to interest  at  the
applicable  rate  or rates payable under this  Agreement  on  the
actual  average daily amount of funds employed by the  Bank,  the
Agent and the other Lenders.

          (k)  Notation.  The Agent shall record on its books the
principal  amount of the Revolving Loans owing  to  each  Lender,
including the Non-Ratable Loans owing to the Bank, and the  Agent
Advances  owing  to the Agent, from time to time.   In  addition,
each  Lender is authorized, at such Lender's option, to note  the
date  and  amount of each payment or prepayment of  principal  of
such Lender's Revolving Loans in its books and records, including
computer records, such books and records constituting presumptive
evidence,  absent  manifest  error,  of  the  accuracy   of   the
information contained therein.

          (l)   Lenders' Failure to Perform.  All Revolving Loans
(other  than Non-Ratable Loans and Agent Advances) shall be  made
by  the  Lenders simultaneously and in accordance with their  Pro
Rata  Shares.   It  is  understood that (i) no  Lender  shall  be
responsible  for any failure by any other Lender to  perform  its
obligation to make any Revolving Loans hereunder, nor  shall  any
Commitment of any Lender be increased or decreased as a result of
any failure by any other Lender to perform its obligation to make
any  Revolving Loans hereunder, (ii) no failure by any Lender  to
perform  its  obligation  to make any Revolving  Loans  hereunder
shall  excuse any other Lender from its obligation  to  make  any
Revolving  Loans  hereunder, and (iii) the  obligations  of  each
Lender hereunder shall be several, not joint and several.

<PAGE> 30

     2.3  Existing Indebtedness.

       Borrower acknowledges and confirms that, as of the Closing
Date, it is indebted to the Existing Lender without defense, set-
off  or counter-claim under the Existing Credit Agreement.   This
Agreement  amends and restates the Existing Credit Agreement  and
the  Borrower's indebtedness under the Existing Credit  Agreement
shall  be  deemed to constitute a Loan hereunder.  The  execution
and  delivery  of  this Agreement and the other  Loan  Documents,
however, does not evidence or represent a refinancing, repayment,
accord   and/or  satisfaction  or  novation  of  the   Borrower's
indebtedness  under the Existing Credit Agreement.   All  of  the
Lenders'  obligations to Borrowers with respect to  Loans  to  be
made  concurrently herewith or hereafter are set  forth  in  this
Agreement.   All liens and security interests previously  granted
to  the Existing Lender pursuant to the Existing Credit Agent are
acknowledged and reconfirmed and remain in full force and  effect
and  are not intended to be released, replaced or impaired.  Bank
Products.

     2.4  Bank Products.

     The  Borrower may request and the Bank may, in its sole  and
absolute discretion, arrange for the Borrower to obtain from  the
Bank or the Bank's Affiliates Bank Products although the Borrower
is  not  required  to  do so.  To the extent  Bank  Products  are
provided  by  an  Affiliate of the Bank, the Borrower  agrees  to
indemnify and hold the Bank and the Lenders harmless from any and
all  costs and obligations now or hereafter incurred by the  Bank
or any of the Lenders which arise from the indemnity given by the
Bank  to  its Affiliates related to such Bank Products; provided,
however,  nothing  contained herein  is  intended  to  limit  the
Borrower's rights, with respect to the Bank or its Affiliates, if
any, which arise as a result of the execution of documents by and
between  the Borrower and the Bank which relate to Bank Products.
The agreement contained in this Section shall survive termination
of this Agreement.  The Borrower acknowledges and agrees that the
obtaining of Bank Products from the Bank or the Bank's Affiliates
(a)  is  in the sole and absolute discretion of the Bank  or  the
Bank's   Affiliates,  and  (b)  is  subject  to  all  rules   and
regulations of the Bank or the Bank's Affiliates.





                            ARTICLE 3

                        INTEREST AND FEES

     3.1  Interest.


          (a)  Interest Rates.  All outstanding Obligations shall
bear  interest on the unpaid principal amount thereof (including,
to the extent permitted by law, on interest thereon not paid when
due)  from  the date made until paid in full in cash  at  a  rate
determined  by reference to the Base Rate or the LIBOR  Rate  and
Sections 3.1(a)(i), or (ii), as applicable, but not to exceed the
Maximum Rate described in Section 3.3.  Subject to the provisions
of  Section  3.2,  any  of the Loans may be  converted  into,  or
continued  as, Base Rate Loans or LIBOR Rate Loans in the  manner
provided  in  Section 3.2.  If at any time Loans are  outstanding
with  respect to which notice has not been delivered to the Agent
in  accordance  with the terms of this Agreement  specifying  the
basis for determining the interest rate applicable thereto,  then
those Loans shall be Base Rate Loans and shall bear interest at a
rate determined by reference to the Base Rate until notice to the
contrary  has  been  given to the Agent in accordance  with  this
Agreement  and  such  notice  has become  effective.   Except  as
otherwise provided herein, the outstanding Obligations shall bear
interest as follows:

<PAGE> 31

               (i)   For all Base Rate Revolving Loans and  other
Obligations  (other  than  LIBOR  Revolving  Rate  Loans)  at   a
fluctuating  per  annum  rate equal to the  Base  Rate  plus  the
Applicable Margin; and

               (ii)  For all LIBOR Revolving Loans at a per annum
rate equal to the LIBOR Rate plus the Applicable Margin.

Each  change in the Base Rate shall be reflected in the  interest
rate  described in clauses (i) and (ii) above as of the effective
date  of such change.  All interest charges shall be computed  on
the  basis  of a year of 360 days and actual days elapsed  (which
results in more interest being paid than if computed on the basis
of a 365-day year). Interest accrued on all Loans will be payable
in  arrears on the fifteenth day of each month hereafter  and  on
the Termination Date.

          (b)   Default Rate.  If any Default or Event of Default
occurs and is continuing and the Agent or the Majority Lenders in
their  discretion so elect, then, while any such Default or Event
of  Default  is  continuing, all of the  Obligations  shall  bear
interest at the Default Rate applicable thereto.

     3.2  Continuation and Conversion Elections.

          (a)  The Borrower may, upon irrevocable written notice to
the Agent in accordance with Section 3.2(b):

               (i)  elect, as of any Business Day, in the case of
Base Rate Loans to convert any such Loans (or any part thereof in
an  amount  not less than $5,000,000, or that is in  an  integral
multiple of $1,000,000 in excess thereof) into LIBOR Rate  Loans;
or

               (ii)  elect, as of the last day of the  applicable
Interest Period, to continue any LIBOR Rate Loans having Interest
Periods  expiring on such day (or any part thereof in  an  amount
not  less than $1,000,000, or that is in an integral multiple  of
$1,000,000 in excess thereof); provided , that if at any time the
aggregate  amount  of LIBOR  Rate Loans   in   respect   of   any
Borrowing is  reduced,  by  payment, prepayment,  or   conversion
of part  thereof  to  be  less than $1,000,000,  such  LIBOR Rate
Loans shall  automatically  convert  into Base Rate Loans, and on
and after  such  date  the right of the Borrower to continue such
Loans as, and  convert  such Loans  into, LIBOR  Rate  Loans,  as
the case may be,  shall  terminate,  and provided   further  that
if the notice shall fail to specify the duration  of the Interest
Period, such Interest Period shall be one month.

          (b)    The   Borrower  shall  deliver   a   notice   of
conversion/continuation ("Notice of Continuation/Conversion")  to
be  received  by  the Agent not later than 11:00 a.m.  (New  York
time)  at  least  three  (3) Business  Days  in  advance  of  the
Continuation/Conversion Date, if the Loans are  to  be  converted
into or continued as LIBOR Rate Loans and specifying:

<PAGE> 32

               (i)  the proposed Continuation/Conversion Date;

               (ii) the aggregate amount of Loans to be converted
or renewed;

               (iii)      the  type of Loans resulting  from  the
proposed conversion or continuation; and

               (iv)   the  duration  of  the  requested  Interest
Period.

          (c)   If  upon  the  expiration of any Interest  Period
applicable to LIBOR Rate Loans, the Borrower has failed to select
timely a new Interest Period to be applicable to LIBOR Rate Loans
or  if  any Default or Event of Default then exists, the Borrower
shall  be deemed to have elected to convert such LIBOR Rate Loans
into  Base Rate Loans effective as of the expiration date of such
Interest Period.

          (d)   The Agent will promptly notify each Lender of its
receipt  of a Notice of Conversion/Continuation.  All conversions
and   continuations  shall  be  made  ratably  according  to  the
respective  outstanding  principal  amounts  of  the  Loans  with
respect to which the notice was given held by each Lender.

          (e)   During  the existence of a Default  or  Event  of
Default, the Borrower may not elect to have a Loan converted into
or continued as a LIBOR Rate Loan.

          (f)    After   giving  effect  to  any  conversion   or
continuation of Loans, there may not be more than four  different
Interest Periods in effect hereunder.

     3.3  Maximum Interest Rate.

         In  no  event  shall  any  interest  rate  provided  for
hereunder  exceed  the  maximum rate legally  chargeable  by  any
Lender under applicable law for such Lender with respect to loans
of  the type provided for hereunder (the "Maximum Rate").  If, in
any  month, any interest rate, absent such limitation, would have
exceeded the Maximum Rate, then the interest rate for that  month
shall  be  the  Maximum  Rate, and, if  in  future  months,  that
interest rate would otherwise be less than the Maximum Rate, then
that  interest rate shall remain at the Maximum Rate  until  such
time  as the amount of interest paid hereunder equals the  amount
of  interest which would have been paid if the same had not  been
limited by the Maximum Rate.  In the event that, upon payment  in
full  of  the Obligations, the total amount of interest  paid  or
accrued under the terms of this Agreement is less than the  total
amount  of  interest which would, but for this Section 3.3,  have
been paid or accrued if the interest rate otherwise set forth  in
this Agreement had at all times been in effect, then the Borrower
shall,  to the extent permitted by applicable law, pay the Agent,
for the account of the Lenders, an amount equal to the excess  of
(a)  the  lesser of (i) the amount of interest which  would  have
been  charged  if  the Maximum Rate had, at all  times,  been  in
effect  or  (ii) the amount of interest which would have  accrued
had  the interest rate otherwise set forth in this Agreement,  at
all  times,  been  in  effect over (b)  the  amount  of  interest
actually paid or accrued under this Agreement.  In the event that
a  court  of  competent jurisdiction determines  that  the  Agent
and/or  any  Lender  has  received  interest  and  other  charges
hereunder  in  excess of the Maximum Rate, such excess  shall  be
deemed received on account of, and shall automatically be applied
to  reduce,  the Obligations other than interest, in the  inverse
order  of  maturity, and if there are no Obligations outstanding,
the  Agent  and/or such Lender shall refund to the Borrower  such
excess.

<PAGE> 33

     3.4  Closing Fee.

         The  Borrower agrees to pay the Agent the fees  provided
for in the fee letter dated as of the Closing Date.

     3.5  Unused Line Fee.

        Until the Loans have been paid in full and this Agreement
terminated, the Borrower agrees to pay, on the first day of  each
month  and on the Termination Date, to the Agent, for the account
of  the  Lenders,  in accordance with their respective  Pro  Rata
Shares, an unused line fee (the "Unused Line Fee") equal  to  one
quarter  of one percent (%)  per annum times the amount by  which
the Maximum Revolver Amount exceeded the sum of the average daily
outstanding  amount  of  Revolving Loans during  the  immediately
preceding   month  or  shorter  period  if  calculated   on   the
Termination Date.  The  Unused Line Fee shall be computed on  the
basis  of  a 360-day year for the actual number of days  elapsed.
All payments received by the Agent shall be deemed to be credited
to  the  Borrower's  Loan Account immediately  upon  receipt  for
purposes  of  calculating the Unused Line Fee  pursuant  to  this
Section 3.5.

     3.6  Documentation Fee

     .   The  Borrower  agrees to pay the  Agent,  for  its  sole
account,  a  documentation fee in the amount of  $15,000  on  the
Closing Date.

     3.7  Agency Fee

     .   The  Borrower  agrees to pay the  Agent,  for  its  sole
account,  an  agency fee in the amount of $25,000 on the  Closing
Date and on each Anniversary Date thereafter.

     3.8  Audit Fees

     .   The Borrower shall pay the Agent an annual audit fee  of
$10,000  as reimbursement for the costs incurred by the Agent  in
connection  with  verifications, audits, and inspections  of  the
Borrower  and  the  Collateral.  The annual audit  fee  shall  be
payable in 12 equal monthly installments.  Each installment shall
be  payable  to  Agent  on  the  fifteenth  day  of  each  month.
Notwithstanding the foregoing, upon the occurrence of  any  Event
of  Default, Borrower shall pay all of the Agent's costs incurred
in  connection with the verifications, audits, and inspections of
the  Borrower and the Collateral without regard to the  foregoing
limitations.


                            ARTICLE 4

                    PAYMENTS AND PREPAYMENTS

     4.1  Revolving Loans.

         The  Borrower  shall  repay  the  outstanding  principal
balance  of  the  Revolving Loans, plus all  accrued  but  unpaid
interest  thereon,  on the Termination Date.   The  Borrower  may
prepay  Revolving Loans at any time, and reborrow subject to  the
terms of this Agreement; provided, however, that with respect  to
any  LIBOR Revolving Loans prepaid by the Borrower prior  to  the
expiration  date of the Interest Period applicable  thereto,  the
Borrower  shall pay to the Agent for account of the  Lenders  the
amounts  described  in  Section 5.4.  In  addition,  and  without
limiting  the  generality  of  the  foregoing,  upon  demand  the
Borrower shall pay to the Agent, for account of the Lenders,  the
amount,  without  duplication, by which  the  Aggregate  Revolver
Outstandings exceeds the Borrowing Base.

<PAGE> 34

     4.2  Termination of Facility.

         The Borrower may terminate this Agreement  upon at least
thirty  (30) Business Days' notice to the Agent and the  Lenders,
upon  (a) the payment in full of all outstanding Revolving Loans,
together  with accrued interest thereon,  (b)the payment  of  the
early  termination  fee set forth in the next sentence,  (c)  the
payment  in  full in cash of all other Obligations together  with
accrued and unpaid interest thereon, and (d) with respect to  any
LIBOR  Rate  Loans  prepaid in connection with  such  termination
prior  to  the expiration date of the Interest Period  applicable
thereto, the payment of the amounts described in Section 5.4.  If
this  Agreement  is terminated at any time prior  to  the  Stated
Termination Date, whether pursuant to this Section or pursuant to
Section  11.2,  the  Borrower shall pay to  the  Agent,  for  the
account  of  the Lenders, an early termination fee determined  in
accordance with the following table:

     Period during which                   Early Termination
      early termination                          Fee
          occurs
   ---------------------------       ---------------------------

     On  or prior to November        One  percent  (1%)  of  the
     30, 2000                        Maximum Revolver Amount.

     After November 30,  2000        One  half  of  one  percent
     but   on  or  prior   to        (.5%)   of    the   Maximum
     November 20, 2001               Revolver Amount.

     After November 30,  2001        One  quarter of one percent
     but  prior  to  November        (.25%)  of    the   Maximum
     30, 2002                        Revolver Amount.

     No  early  termination fee shall be payable if the Agreement
is  terminated  after November 30, 2002, and no  termination  fee
shall  be  payable if the Lenders decline the Borrower's  request
for  an  increase in the Maximum Revolver Amount  not  to  exceed
$12,000,000 if at such time no Event of Default then  exists  and
if  at  such  time  less  than 20% of the Borrowing  Base  remain
unused.
     4.3  Payments by the Borrower

     .   (a)   All payments to be made by the Borrower  shall  be
made  without  set-off,  recoupment or counterclaim.   Except  as
otherwise expressly provided herein, all payments by the Borrower
shall  be made to the Agent for the account of the Lenders  ,  at
the  account designated by the Agent and shall be made in Dollars
and in immediately available funds, no later than 11:00 a.m. (New
York time) on the date specified herein.  Any payment received by
the  Agent later than 11:00 a.m. (New York time) shall be  deemed
to  have  been  received on the following Business  Day  and  any
applicable interest or fee shall continue to accrue.

          (b)   Subject  to  the  provisions  set  forth  in  the
definition  of "Interest Period" herein, whenever any payment  is
due on a day other than a Business Day, such payment shall be due
on  the following Business Day, and such extension of time  shall
in  such case be included in the computation of interest or fees,
as the case may be.

          (c)  Unless the Agent receives notice from the Borrower
prior to the date on which any payment is due to the Lenders that
the  Borrower  will not make such payment in  full  as  and  when
required,  the Agent may assume that the Borrower has  made  such
payment  in  full  to  the  Agent on  such  date  in  immediately
available funds and the Agent may (but shall not be so required),
in  reliance upon such assumption, distribute to each  Lender  on
such due date an amount equal to the amount then due such Lender.
If  and  to the extent the Borrower has not made such payment  in
full to the Agent, each Lender shall repay to the Agent on demand
such  amount  distributed to such Lender, together with  interest
thereon at the Federal Funds Rate for each day from the date such
amount is distributed to such Lender until the date repaid.

<PAGE> 35

     4.4  Payments as Revolving Loans.

         All payments of principal, interest, fees, premiums  and
other  sums  payable hereunder, including all  reimbursement  for
expenses  pursuant  to Section 15.7, may, at the  option  of  the
Agent, in its sole discretion, subject only to the terms of  this
Section  4.7, be paid from the proceeds of Revolving  Loans  made
hereunder,  whether  made  following a request  by  the  Borrower
pursuant to Section 2.2 or a deemed request as provided  in  this
Section  4.7.   The  Borrower hereby irrevocably  authorizes  the
Agent  to  charge  the  Loan Account for the  purpose  of  paying
principal,  interest,  fees,  premiums  and  other  sums  payable
hereunder,  including reimbursing expenses  pursuant  to  Section
15.7,  and  agrees that all such amounts charged shall constitute
Revolving  Loans (including Non-Ratable Loans and Agent Advances)
and that all such Revolving Loans so made shall be deemed to have
been requested by Borrower pursuant to Section 2.2.

     4.5  Apportionment, Application and Reversal of Payments.

        Principal  and  interest payments  shall  be  apportioned
ratably  among  the  Lenders (according to the  unpaid  principal
balance  of the Loans to which such payments relate held by  each
Lender)  and  payments  of  the fees  shall,  as  applicable,  be
apportioned  ratably among the Lenders.  All  payments  shall  be
remitted  to  the  Agent and all such payments  not  relating  to
principal  or  interest of specific Loans,  or  not  constituting
payment  of specific fees, and all proceeds of Accounts or  other
Collateral  received  by the Agent, shall  be  applied,  ratably,
subject  to the provisions of this Agreement, first, to  pay  any
fees, indemnities or expense reimbursements then due to the Agent
from   the   Borrower;  second,  to  pay  any  fees  or   expense
reimbursements then due to the Lenders from the Borrower;  third,
to  pay interest due in respect of all Revolving Loans, including
Non-Ratable  Loans and Agent Advances; fourth, to pay  or  prepay
principal of the Non-Ratable Loans and Agent Advances; fifth,  to
pay  or prepay principal of the Revolving Loans (other than  Non-
Ratable  Loans and Agent Advances) and sixth, to the  payment  of
any  other  Obligation  including any amounts  relating  to  Bank
Products  due  to  the  Agent  or any  Lender  by  the  Borrower.
Notwithstanding  anything  to  the  contrary  contained  in  this
Agreement, unless so directed by the Borrower, or unless an Event
of  Default has occurred and is continuing, neither the Agent nor
any  Lender  shall apply any payments which it  receives  to  any
LIBOR  Revolving Loan, except (a) on the expiration date  of  the
Interest Period applicable to any such LIBOR Rate Loan, or (b) in
the  event, and only to the extent, that there are no outstanding
Base  Rate  Revolving Loans.  The Agent shall promptly distribute
to   each  Lender,  pursuant  to  the  applicable  wire  transfer
instructions received from each Lender in writing, such funds  as
it  may be entitled to receive, subject to a Settlement delay  as
provided for in Section 2.2(j).  The Agent and the Lenders  shall
have the continuing and exclusive right to apply and reverse  and
reapply any and all such proceeds and payments to any portion  of
the Obligations.

     4.6  Indemnity for Returned Payments.

         If after receipt of any payment which is  applied to the
payment of all or any part of the Obligations, the Agent  or  any
Lender  is for any reason compelled to surrender such payment  or
proceeds  to  any Person because such payment or  application  of
proceeds   is  invalidated,  declared  fraudulent,   set   aside,
determined  to be void or voidable as a preference, impermissible
setoff,  or a diversion of trust funds, or for any other  reason,
then  the  Obligations or part thereof intended to  be  satisfied
shall  be revived and continued and this Agreement shall continue
in  full  force  as  if  such payment or proceeds  had  not  been
received  by the Agent or such Lender and the Borrower  shall  be
liable  to  pay  to the Agent and the Lenders,  and  hereby  does
indemnify  the Agent and the Lenders and hold the Agent  and  the
Lenders  harmless  for  the amount of such  payment  or  proceeds
surrendered.   The provisions of this Section 4.9  shall  be  and
remain  effective notwithstanding any contrary action  which  may
have  been taken by the Agent or any Lender in reliance upon such
payment or application of proceeds, and any such contrary  action
so  taken  shall  be  without prejudice to the  Agent's  and  the
Lenders' rights under this Agreement and shall be deemed to  have
been  conditioned  upon such payment or application  of  proceeds
having  become  final and irrevocable.  The  provisions  of  this
Section 4.9 shall survive the termination of this Agreement.

<PAGE> 36

     4.7  Agent's and Lenders' Books and Records; Monthly
          Statements.

         The  Borrower agrees that the Agent's and each  Lender's
books  and  records showing the Obligations and the  transactions
pursuant to this Agreement and the other Loan Documents shall  be
admissible  in  any action or proceeding arising  therefrom,  and
shall    constitute   rebuttably   presumptive   proof   thereof,
irrespective  of whether any Obligation is also  evidenced  by  a
promissory  note or other instrument.  The Agent will provide  to
the  Borrower a monthly statement of Loans, payments,  and  other
transactions pursuant to this Agreement.  Such statement shall be
deemed  correct,  accurate, and binding on the  Borrower  and  an
account  stated  (except  for  reversals  and  reapplications  of
payments  made  as  provided in Section 4.8  and  corrections  of
errors discovered by the Agent), unless the Borrower notifies the
Agent  in  writing to the contrary within thirty (30) days  after
such statement is rendered.  In the event a timely written notice
of  objections is given by the Borrower, only the items to  which
exception is expressly made will be considered to be disputed  by
the Borrower.



                            ARTICLE 5

             TAXES, YIELD PROTECTION AND ILLEGALITY

     5.1  Taxes.

         (a)  Any and all payments by the Borrower to each Lender
or  the  Agent  under this Agreement and any other Loan  Document
shall  be  made  free  and  clear of, and  without  deduction  or
withholding for any Taxes.  In addition, the Borrower  shall  pay
all Other Taxes.

          (b)  The Borrower agrees to indemnify and hold harmless
each  Lender and the Agent for the full amount of Taxes or  Other
Taxes  (including  any  Taxes  or  Other  Taxes  imposed  by  any
jurisdiction on amounts payable under this Section) paid  by  any
Lender  or  the  Agent  and any liability  (including  penalties,
interest,  additions  to tax and expenses) arising  therefrom  or
with  respect thereto, whether or not such Taxes or  Other  Taxes
were   correctly  or  legally  asserted.   Payment   under   this
indemnification shall be made within 30 days after the date  such
Lender or the Agent makes written demand therefor.

          (c)  If the Borrower shall be required by law to deduct
or  withhold any Taxes or Other Taxes from or in respect  of  any
sum payable hereunder to any Lender or the Agent, then:

<PAGE> 37

               (i)   the  sum  payable  shall  be  increased   as
necessary  so  that  after  making all  required  deductions  and
withholdings (including deductions and withholdings applicable to
additional  sums payable under this Section) such Lender  or  the
Agent, as the case may be, receives an amount equal to the sum it
would  have received had no such deductions or withholdings  been
made;

               (ii)  the Borrower shall make such deductions  and
withholdings;

               (iii)      the Borrower shall pay the full  amount
deducted  or withheld to the relevant taxing authority  or  other
authority in accordance with applicable law; and

               (iv) the Borrower shall also pay to each Lender or
the Agent for the account of such Lender, at the time interest is
paid,   all  additional  amounts  which  the  respective   Lender
specifies  as  necessary  to preserve the  after-tax  yield  such
Lender  would have received if such Taxes or Other Taxes had  not
been imposed.

          (d)   Within  30 days after the date of any payment  by
the  Borrower of Taxes or Other Taxes, the Borrower shall furnish
the  Agent  the  original  or  a  certified  copy  of  a  receipt
evidencing   payment  thereof,  or  other  evidence  of   payment
satisfactory to the Agent.

          (e)   If  the  Borrower is required to  pay  additional
amounts to any Lender or the Agent pursuant to subsection (c)  of
this  Section,  then  such Lender shall  use  reasonable  efforts
(consistent with legal and regulatory restrictions) to change the
jurisdiction  of its lending office so as to eliminate  any  such
additional  payment by the Borrower which may thereafter  accrue,
if  such  change in the judgment of such Lender is not  otherwise
disadvantageous to such Lender.

     5.2  Illegality.

         (a)   If any Lender determines that the introduction  of
any  Requirement of Law, or any change in any Requirement of Law,
or  in the interpretation or administration of any Requirement of
Law,  has  made  it unlawful, or that any central bank  or  other
Governmental Authority has asserted that it is unlawful, for  any
Lender or its applicable lending office to make LIBOR Rate Loans,
then,  on  notice thereof by that Lender to the Borrower  through
the Agent, any obligation of that Lender to make LIBOR Rate Loans
shall  be suspended until that Lender notifies the Agent and  the
Borrower that the circumstances giving rise to such determination
no longer exist.

          (b)   If  a  Lender determines that it is  unlawful  to
maintain  any  LIBOR  Rate  Loan, the Borrower  shall,  upon  its
receipt of notice of such fact and demand from such Lender  (with
a  copy  to the Agent), prepay in full such LIBOR Rate  Loans  of
that  Lender  then  outstanding, together with  interest  accrued
thereon  and  amounts required under Section 5.4, either  on  the
last  day  of  the  Interest Period thereof, if that  Lender  may
lawfully continue to maintain such LIBOR Rate Loans to such  day,
or  immediately,  if  that Lender may not  lawfully  continue  to
maintain  such LIBOR Rate Loans.  If the Borrower is required  to
so  prepay  any  LIBOR  Rate Loans, then concurrently  with  such
prepayment,  the Borrower shall borrow from the affected  Lender,
in the amount of such repayment, a Base Rate Loan.

     5.3  Increased Costs and Reduction of Return.

         (a)  If any Lender determines that due to either (i) the
introduction of or any change in the interpretation of any law or
regulation  or  (ii)  the  compliance by  that  Lender  with  any
guideline  or request from any central bank or other Governmental
Authority  (whether or not having the force of law), there  shall
be any increase in the cost to such Lender of agreeing to make or
making,  funding  or maintaining any LIBOR Rate Loans,  then  the
Borrower  shall be liable for, and shall from time to time,  upon
demand (with a copy of such demand to be sent to the Agent),  pay
to  the  Agent for the account of such Lender, additional amounts
as  are  sufficient to compensate such Lender for such  increased
costs.

<PAGE> 38

          (b)   If any Lender shall have determined that (i)  the
introduction of any Capital Adequacy Regulation, (ii) any  change
in  any  Capital  Adequacy Regulation, (iii) any  change  in  the
interpretation   or  administration  of  any   Capital   Adequacy
Regulation  by  any central bank or other Governmental  Authority
charged  with  the interpretation or administration  thereof,  or
(iv) compliance by such Lender or any corporation or other entity
controlling  such  Lender with any Capital  Adequacy  Regulation,
affects  or  would  affect  the amount  of  capital  required  or
expected  to  be maintained by such Lender or any corporation  or
other   entity   controlling  such  Lender   and   (taking   into
consideration  such  Lender's  or  such  corporation's  or  other
entity's  policies  with  respect to capital  adequacy  and  such
Lender's desired return on capital) determines that the amount of
such  capital  is increased as a consequence of its  Commitments,
loans,  credits or obligations under this Agreement,  then,  upon
demand  of  such  Lender to the Borrower through the  Agent,  the
Borrower shall pay to such Lender, from time to time as specified
by  such Lender, additional amounts sufficient to compensate such
Lender for such increase.

     5.4  Funding Losses.

         The  Borrower shall reimburse each Lender and hold  each
Lender  harmless from any loss or expense which such  Lender  may
sustain or incur as a consequence of:

          (a)   the  failure of the Borrower to make on a  timely
basis any payment of principal of any LIBOR Rate Loan;

          (b)  the failure of the Borrower to borrow, continue or
convert a Loan after the Borrower has given (or is deemed to have
given)    a    Notice   of   Borrowing    or    a    Notice    of
Continuation/Conversion; or

          (c)   the prepayment or other payment (including  after
acceleration thereof) of any LIBOR Rate Loans on a  day  that  is
not the last day of the relevant Interest Period;

including  any such loss of anticipated profit and  any  loss  or
expense  arising  from the liquidation or reemployment  of  funds
obtained  by  it to maintain its LIBOR Rate Loans  or  from  fees
payable  to  terminate the deposits from which  such  funds  were
obtained.   Borrower shall also pay any customary  administrative
fees charged by any Lender in connection with the foregoing.

     5.5  Inability to Determine Rates.

         If the Agent determines that for any reason adequate and
reasonable means do not exist for determining the LIBOR Rate  for
any  requested  Interest Period with respect to a proposed  LIBOR
Rate  Loan,  or  that  the LIBOR Rate for any requested  Interest
Period  with  respect  to a proposed LIBOR  Rate  Loan  does  not
adequately and fairly reflect the cost to the Lenders of  funding
such  Loan,  the Agent will promptly so notify the  Borrower  and
each  Lender.  Thereafter, the obligation of the Lenders to  make
or  maintain LIBOR Rate Loans hereunder shall be suspended  until
the  Agent revokes such notice in writing.  Upon receipt of  such
notice, the Borrower may revoke any Notice of Borrowing or Notice
of Conversion/Continuation then submitted by it.  If the Borrower
does  not revoke such Notice, the Lenders shall make, convert  or
continue  the Loans, as proposed by the Borrower, in  the  amount
specified in the applicable notice submitted by the Borrower, but
such  Loans  shall be made, converted or continued as  Base  Rate
Loans instead of LIBOR Rate Loans.

<PAGE> 39

     5.6  Certificates of Lenders.

         Any  Lender claiming reimbursement or compensation under
this Article 5 shall deliver to the Borrower (with a copy to  the
Agent)  a  certificate  setting forth in  reasonable  detail  the
amount  payable  to  such Lender hereunder and  such  certificate
shall be conclusive and binding on the Borrower in the absence of
manifest error.

     5.7  Survival.

         The  agreements and obligations of the Borrower in  this
Article 5 shall survive the payment of all other Obligations.


                            ARTICLE 6


                           COLLATERAL

     6.1  Grant of Security Interest.

         As  security  for all Obligations, the  Borrower  hereby
grants to the Agent for the benefit of the Lenders and the  Agent
a continuing security interest in, lien on, and assignment of and
right  of set off against, all of the following Property  of  the
Borrower, whether now owned or existing or hereafter acquired  or
arising, regardless of where located: (a) all Contracts; (b)  all
General  Intangibles; (c) all Accounts; (d) all money, securities
and  other property of any kind of the Borrower in the possession
or  under the control of the Agent or any Lender; (e) all deposit
accounts  with  any financial institution in which  the  Borrower
maintains deposits; (f) all credit balances in favor of  Borrower
and  claims  against  the Agent or any Lender  or  any  of  their
affiliates; (g) all books, records and other Property related  to
or  referring to any of the foregoing; (h) all of the  Borrower's
rights,  but  not  its obligations, under all Dealer  Agreements,
including all rights to require a Dealer to repurchase a Contract
acquired   from   such  Dealer,  and  (i)  all   accessions   to,
substitutions for and replacements, products and proceeds of  any
of  the  foregoing, including proceeds of any insurance  policies
and  claims against third parties.  All of the foregoing and  all
other Property of the Borrower in which the Agent and the Lenders
may at any time be granted a Lien is herein collectively referred
to  as the "Collateral."  All of the Obligations shall be secured
by all of the Collateral.

     6.2  Perfection and Protection of Security Interest.

         (a)   The  Borrower shall, at its expense,  perform  all
steps  requested  by the Agent at any time to perfect,  maintain,
protect,    and    enforce   the   Agent's   Liens,    including:
(i) executing, delivering and/or recording of filing financing or
continuation  statements, and amendments  thereof,  in  form  and
substance  reasonably satisfactory to the Agent; (ii)  delivering
to  the  Agent  the originals of all instruments, documents,  and
chattel  paper,  and  all other Collateral  of  which  the  Agent
determines it should have physical possession in order to perfect
and  protect the Agent's security interest therein, duly pledged,
endorsed  or  assigned  to the Agent without  restriction;  (iii)
placing  notations on the Borrower's books of account to disclose
the  Agent's security interest; and (iv) taking such other  steps
as are deemed necessary or desirable by the Agent to maintain and
protect the Agent's Liens.  To the extent permitted by applicable
law, the Agent may file, without the Borrower's signature, one or
more  financing  statements disclosing the  Agent's  Liens.   The
Borrower  agrees  that  a carbon, photographic,  photostatic,  or
other  reproduction of this Agreement or of a financing statement
is sufficient as a financing statement.

<PAGE> 40

          (b)  If any Collateral is at any time in the possession
or  control  of any warehouseman, bailee or any of the Borrower's
agents  or  processors, then the Borrower shall notify the  Agent
thereof and shall, at the request of Agent, notify such Person of
the  Agent's  security interest in such Collateral  and  instruct
such  Person to hold all such Collateral for the Agent's  account
subject  to  the  Agent's  instructions.   If  at  any  time  any
Collateral  is located in any operating facility of the  Borrower
not  owned  by  the  Borrower, then the Borrower  shall,  at  the
request  of  the Agent, obtain written landlord lien  waivers  or
subordinations, in form and substance reasonably satisfactory  to
the Agent, of all present and future Liens to which the owner  or
lessor   of  such premises may be entitled to assert against  the
Collateral.

          (c)  From time to time, the  Borrower  shall,  upon the
Agent's request,   execute   and  deliver  confirmatory   written
instruments pledging to the Agent, for the ratable benefit of the
Agent  and  the  Lenders, the  Collateral  with  respect  to  the
Borrower, but the Borrower's failure to do so shall not affect or
limit  any security  interest or any other rights of the Agent or
any Lender in and to the Collateral with respect to the Borrower.
So long as this Agreement is in effect and until all  Obligations
have been  fully  satisfied, the Agent's Liens shall continue  in
full force and effect in all Collateral (whether  or  not  deemed
eligible  for the purpose of calculating the Availability  or  as
the  basis for any advance, loan, extension of credit,  or  other
financial accommodation).

          (d)  Except with respect to Collateral delivered to the
Agent pursuant to this Section 6.2,the Borrower shall immediately
following  the execution or receipt of a Contract, stamp  on  the
Contract  the  following words:  "This document is subject  to  a
security interest in favor of Bank of America, N.A., as agent".

     6.3  Location of Collateral.

        The Borrower represents and warrants to the Agent and the
Lenders  that:  (a)  Schedule 6.3 is a correct and complete  list
of  the  Borrower's chief executive office, the location  of  its
books  and  records,  the locations of the  Collateral,  and  the
locations  of  all  of  its other places  of  business;  and  (b)
Schedule  6.3  correctly identifies any of  such  facilities  and
locations  that are not owned by the Borrower and sets forth  the
names  of the owners and lessors or sublessors of such facilities
and  locations.  The Borrower covenants and agrees that  it  will
not  (i) maintain any Collateral at any location other than those
locations listed for the Borrower on Schedule 6.3, (ii) otherwise
change  or  add  to  any of such locations, or (iii)  change  the
location   of  its  chief  executive  office  from  the  location
identified  in Schedule 6.3, unless it gives the Agent  at  least
thirty  (30) days' prior written notice thereof and executes  any
and  all financing statements and other documents that the  Agent
reasonably  requests in connection therewith.   Without  limiting
the  foregoing, the Borrower represents that all of its Inventory
(other  than Inventory in transit) is, and covenants that all  of
its  Inventory will be, located either (a) on premises  owned  by
the  Borrower,  (b) on premises leased by the Borrower,  provided
that  the  Agent  has,  if requested by the  Agent,  received  an
executed  landlord waiver from the landlord of such  premises  in
form  and  substance  satisfactory to the  Agent,  or  (c)  in  a
warehouse  or  with  a bailee, provided that the  Agent  has,  if
requested  by the Agent, received an executed bailee letter  from
the  applicable Person in form and substance satisfactory to  the
Agent.

<PAGE> 41

     6.4  Title to, Liens on, and Sale and Use of Collateral.

        The Borrower represents and warrants to the Agent and the
Lenders  and agrees with the Agent and the Lenders that: (a)  all
of  the  Collateral  is and will continue  to  be  owned  by  the
Borrower  free  and  clear of all Liens  whatsoever,  except  for
Permitted Liens; (b) the Agent's Liens in the Collateral will not
be subject to any prior Lien except for those Liens identified in
clauses  (c),  (d) and (e) of the definition of Permitted  Liens;
and (c) the Borrower will use, store, and maintain the Collateral
with  all reasonable care and will use such Collateral for lawful
purposes only.

     6.5  Intentionally Deleted.

     6.6  Access and Examination; Confidentiality; Consent to
Advertising.

         (a)   The  Agent,  accompanied by any  Lender  which  so
elects, may at all reasonable times during regular business hours
(and at any time when a Default or Event of Default exists and is
continuing) have access to, examine, audit, make extracts from or
copies  of  and  inspect  any or all of the  Borrower's  records,
files,  and books of account and the Collateral, and discuss  the
Borrower's  affairs with the Borrower's officers and  management.
The  Borrower will deliver to the Agent any instrument  necessary
for   the  Agent  to  obtain  records  from  any  service  bureau
maintaining records for the Borrower.  The Agent may, and at  the
direction  of  the Majority Lenders shall, at  any  time  when  a
Default  or  Event  of  Default exists,  and  at  the  Borrower's
expense,  make copies of all of the Borrower's books and records,
or require the Borrower to deliver such copies to the Agent.  The
Agent  may,  without  expense  to the  Agent,  use  such  of  the
Borrower's respective personnel, supplies, and Real Estate as may
be  reasonably necessary for maintaining or enforcing the Agent's
Liens.   The  Agent  shall have the right, at any  time,  in  the
Agent's name or in the name of a nominee of the Agent, to  verify
the  validity,  amount  or  any  other  matter  relating  to  the
Accounts, Inventory, or other Collateral, by mail, telephone,  or
otherwise.

          (b)   The  Borrower hereby consents that the Agent  and
each  Lender  may  issue and disseminate to  the  public  general
information  describing  the  credit accommodation  entered  into
pursuant to this Agreement, including the name and address of the
Borrower and a general description of the Borrowers business  and
may  use the Borrower's name in advertising and other promotional
material.

          (c)   Each  Lender severally agrees to take normal  and
reasonable  precautions and exercise due  care  to  maintain  the
confidentiality  of all information identified as  "confidential"
or  "secret"  by the Borrower and provided to the Agent  or  such
Lender  by or on behalf of the Borrower, under this Agreement  or
any   other  Loan  Document,  except  to  the  extent  that  such
information (i) was or becomes generally available to the  public
other than as a result of disclosure by the Agent or such Lender,
or  (ii) was or becomes available on a nonconfidential basis from
a  source  other than the Borrower, provided that such source  is
not  bound by a confidentiality agreement with the Borrower known
to  the  Agent or such Lender; provided, however, that the  Agent
and  any  Lender may disclose such information (1) at the request
or  pursuant to any requirement of any Governmental Authority  to
which  the Agent or such Lender is subject or in connection  with
an   examination  of  the  Agent  or  such  Lender  by  any  such
Governmental Authority; (2) pursuant to subpoena or  other  court
process;  (3)  when  required to do so  in  accordance  with  the
provisions  of  any applicable Requirement of  Law;  (4)  to  the
extent  reasonably required in connection with any litigation  or
proceeding   (including,  but  not  limited  to,  any  bankruptcy
proceeding)  to  which the Agent, any Lender or their  respective
Affiliates may be party; (5) to the extent reasonably required in
connection with the exercise of any remedy hereunder or under any
other  Loan  Document;  (6)  to  the  Agent's  or  such  Lender's
independent   auditors,   accountants,   attorneys   and    other
professional  advisors;  (7)  to any prospective  Participant  or
Assignee   under  any  Assignment  and  Acceptance,   actual   or
potential, provided that such prospective Participant or Assignee
agrees  to keep such information confidential to the same  extent
required  of  the  Agent  and  the  Lenders  hereunder;   (8)  as
expressly  permitted  under the terms of any  other  document  or
agreement  regarding  confidentiality to which  the  Borrower  is
party  or is deemed party with the Agent or such Lender, and  (9)
to its Affiliates.

<PAGE> 42

     6.7  Collateral Reporting.

         The Borrower shall deliver to the Agent, within 15  days
after  the  end of each calendar month during the  term  of  this
Agreement and at any other time specified by Agent, the following
reports:   (a)  a Collateral and Loan Status Report  and  Monthly
Report  of  Delinquent  Accounts  in  forms  provided  by  Agent,
containing  the information requested therein; (b) a  delinquency
report  listing  all Contracts under which any scheduled  payment
thereunder is 30, 60, and 90 days or more past due; (c) a  month-
end  report  listing  by Contract, the contract  account  number,
Contract  Debtor's name, Contract Debtor's current  address,  and
current  Contract  balance  for  all  Contracts  then  owned   by
Borrower;  (d)  a  month-end  report  listing  by  Contract,  the
Contract   account  number,  Contract  Debtor's  name,   Contract
Debtor's  current address, and current Contract balance  for  all
Contracts  purchased by Borrower during the immediately preceding
calendar month; (e) a detailed work sheet listing, with regard to
each  Contract entered into or purchased by Borrower  during  the
immediately preceding month (i) the Contract Debtor's name,  (ii)
contract number, (iii) the make and model of the vehicle financed
under  the Contract (iv) the cash advanced or due to be  advanced
to  a dealer for the Contract, and (v) the National Auto Research
Black  Book wholesale clean value for the vehicle; (f) a  monthly
report  of  cash collections on a daily basis; (g)  a  report  of
charge-offs  and repossessions in total and by account;  and  (h)
such  other  reports as Agent may request.  All of the  foregoing
reports  shall  be delivered (i) twice monthly on the  first  and
fifteenth of each month in the event the Advance Rate is  reduced
as a result of the Collateral Adjustment Percent and (ii) at such
times  as Agent requests upon the occurrence and continuation  of
an Event of Default.

     6.8  Contracts.

       (a)     The Borrower hereby represents and warrants to the
Agents and the Lenders with respect to the Contracts, that:   (i)
each  existing Contract represents, and each future Contract will
represent,  a  bona  fide  obligation  of  the  Contract  Debtor,
enforceable  in  accordance with its terms;  (ii)  each  existing
Contract  is, and each future Contract will be, for a  liquidated
amount  payable by the Contract Debtor thereon on the  terms  set
forth  in  the  Contract  therefor or  in  the  schedule  thereof
delivered  to  the Agent, without any offset, deduction,  defense
(including the defense of usury), or counterclaim; (iii) there is
only  one  original counterpart of the Contract executed  by  the
Contract  Debtor;  (iv) each Contract correctly  sets  forth  the
terms thereof, including the interest rate applicable thereto and
correctly  describes the collateral for such Contract;  (vi)  the
signatures  of  all  Contract Debtors are  genuine  and,  to  the
knowledge  of  the Borrower, each Contract Debtor had  the  legal
capacity  to  enter into and execute such documents on  the  date
thereof;  (vii)  each Contract complies with all  Requirement  of
Law;  and  (viii)  the Borrower has not used  illegal,  improper,
fraudulent  or deceptive marketing techniques or unfair  business
practices with respect to the Contracts.

<PAGE> 43

          (b)   The Borrower shall not grant any discount, credit
or  allowance  to  any such Contract Debtor without  the  Agent's
prior   written  consent,  except  for  discounts,  credits   and
allowances made or given in the ordinary course of the Borrower's
business.

     6.9  Collection of Contracts; Payments.

        (a)  While any portion of the Revolving Loans are unpaid,
the Borrower shall immediately, upon receipt thereof, deposit all
proceeds  of  the Collateral (including all payments received  in
connection  with  the  Contracts) into a Payment  Account,  which
Payment  Account  shall  be subject to the  terms  of  a  Blocked
Account  Agreement,  on terms acceptable to  Agent,  between  the
Borrower,  the Agent and the bank.  If, at any time,  either  (i)
the  Availability is equal to or less than five percent  (5%)  of
the  Borrowing Base or (ii) an Event of Default occurs (both  (i)
and (ii) are herein referred to as a "Triggering Event"), then at
all  times thereafter the Borrower's right to withdraw any  funds
from the Payment Account shall immediately terminate and only the
Agent  shall have a right to withdraw any funds from the  Payment
Account.  The Borrower authorizes the Agent to notify the bank at
which  the  Payment Account is located upon the  happening  of  a
Triggering  Event  that  all  funds deposited  into  the  Payment
Account  are subject solely to the direction of the  Agent.   The
Agent shall reinstate the Borrower's right to withdraw funds from
the  Payment Account in the event (i) the Availability is, at all
times,  greater  than  five percent (5%) of  the  Borrowing  Base
during any ninety (90) consecutive-day period following the  date
of  termination of the Borrower's withdrawal rights and  (ii)  no
Default or Event of Default occurs during that period.

          (b)   During  the period that the Borrower's withdrawal
rights  with respect to the Payment Account have been terminated,
all  funds deposited into the Payment Account will be the Agent's
sole Property and will be credited to the Borrower's Loan Account
(conditional upon final collection upon receipt by Agent).

     6.10 Intentionally Deleted.


     6.11 Equipment.

        The Borrower represents and warrants to the Agent and the
Lenders and agrees with the Agent and the Lenders that all of the
Equipment owned by the Borrower is and will be used or  held  for
use  in the Borrower's business, and is and will be fit for  such
purposes.  The Borrower shall keep and maintain its Equipment  in
good  operating  condition and repair  (ordinary  wear  and  tear
excepted) and shall make all necessary replacements thereof.

     6.12 Documents, Instruments, and Chattel Paper.

        The Borrower represents and warrants to the Agent and the
Lenders  that  (a) all documents, instruments, and chattel  paper
describing,  evidencing,  or  constituting  Collateral,  and  all
signatures  and endorsements thereon, are and will  be  complete,
valid,  and  genuine,  and  (b)  all  goods  evidenced  by   such
documents, instruments, and chattel paper are and will  be  owned
by the Borrower, free and clear of all Liens other than Permitted
Liens.

     6.13 Right to Cure.

         The  Agent  may, in its discretion, and  shall,  at  the
direction of the Majority Lenders,  pay any amount or do any  act
required  of  the  Borrower hereunder or  under  any  other  Loan
Document  in order to preserve, protect, maintain or enforce  the
Obligations,  the  Collateral or the Agent's Liens  therein,  and
which  the Borrower fails to pay or do, including payment of  any
judgment  against  the  Borrower,  any  insurance  premium,   any
warehouse  charge,  any  finishing  or  processing  charge,   any
landlord's  or bailee's claim, and any other Lien  upon  or  with
respect  to  the Collateral.  All payments that the  Agent  makes
under  this Section 6.13 and all out-of-pocket costs and expenses
that the Agent pays or incurs in connection with any action taken
by  it  hereunder shall be charged to the Borrower's Loan Account
as  a Revolving Loan.  Any payment made or other action taken  by
the  Agent under this Section 6.13 shall be without prejudice  to
any  right to assert an Event of Default hereunder and to proceed
thereafter as herein provided.

<PAGE> 44

     6.14 Intentionally Deleted.

     6.15 The Agent's and Lenders' Rights, Duties and
          Liabilities.

         The  Borrower assumes all responsibility  and  liability
arising from or relating to the use, sale or other disposition of
the  Collateral.   The Obligations shall not be affected  by  any
failure  of the Agent or any Lender to take any steps to  perfect
the  Agent's  Liens or to collect or realize upon the Collateral,
nor  shall  loss  of  or  damage to the  Collateral  release  the
Borrower  from any of the Obligations.  Following the  occurrence
and continuation of an Event of Default, the Agent may (but shall
not be required to), and at the direction of the Majority Lenders
shall,  without notice to or consent from the Borrower, sue  upon
or  otherwise collect, extend the time for payment of, modify  or
amend  the  terms of, compromise or settle for cash,  credit,  or
otherwise  upon  any terms, grant other indulgences,  extensions,
renewals, compositions, or releases, and take or omit to take any
other  action  with  respect  to  the  Collateral,  any  security
therefor,   any   agreement  relating  thereto,   any   insurance
applicable  thereto, or any Person liable directly or  indirectly
in  connection with any of the foregoing, without discharging  or
otherwise  affecting  the  liability  of  the  Borrower  for  the
Obligations or under this Agreement or any other agreement now or
hereafter  existing between the Agent and/or any Lender  and  the
Borrower.



                            ARTICLE 7

        BOOKS AND RECORDS; FINANCIAL INFORMATION; NOTICES

     7.1  Books and Records.

         The  Borrower shall maintain, at all times, correct  and
complete  books, records and accounts in which complete,  correct
and  timely  entries are made of its transactions  in  accordance
with   GAAP  applied  consistently  with  the  audited  Financial
Statements  required to be delivered pursuant to Section  7.2(a).
The  Borrower shall, by means of appropriate entries, reflect  in
such  accounts and in all Financial Statements proper liabilities
and  reserves for all taxes and proper provision for depreciation
and  amortization  of property and bad debts, all  in  accordance
with  GAAP.  The Borrower shall maintain at all times  books  and
records  pertaining to the Collateral in such  detail,  form  and
scope  as  the  Agent  or  any Lender shall  reasonably  require,
including,  but  not  limited to, records  of  (a)  all  payments
received  and all credits and extensions granted with respect  to
the  Contracts; (b) the return, rejection, repossession, stoppage
in  transit,  loss, damage, or destruction of any Inventory;  and
(c) all other dealings affecting the Collateral.

     7.2  Financial Information.

         The Borrower shall promptly furnish to each Lender,  all
such financial information as the Agent shall reasonably request.
Without limiting the foregoing, the Borrower will furnish to  the
Agent, in sufficient copies for distribution by the Agent to each
Lender, in such detail as the Agent or the Lenders shall request,
the following:

<PAGE> 45

          (a)   As soon as available, but in any event not  later
than  ninety  (90)  days after the close  of  each  Fiscal  Year,
consolidated  audited and consolidating audited  balance  sheets,
and   statements  of  income  and  expense,  cash  flow  and   of
stockholders'  equity for the Borrower and its  Subsidiaries  for
such  Fiscal  Year, and the accompanying notes  thereto,  setting
forth  in  each case in comparative form figures for the previous
Fiscal  Year,  all  in reasonable detail, fairly  presenting  the
financial position and the results of operations of the  Borrower
and  its consolidated Subsidiaries as at the date thereof and for
the Fiscal Year then ended, and prepared in accordance with GAAP.
Such  statements shall be examined in accordance  with  generally
accepted  auditing  standards  by  and,  in  the  case  of   such
statements  performed on a consolidated basis, accompanied  by  a
report   thereon  unqualified  in  any  respect  of   independent
certified  public  accountants  selected  by  the  Borrower   and
reasonably   satisfactory   to   the   Agent.    The    Borrower,
simultaneously with retaining such independent public accountants
to  conduct  such  annual audit, shall  send  a  letter  to  such
accountants, with a copy to the Agent and the Lenders,  notifying
such  accountants that one of the primary purposes for  retaining
such   accountants'   services  and  having   audited   financial
statements  prepared  by them is for use by  the  Agent  and  the
Lenders.  The Borrower hereby authorizes the Agent to communicate
directly  with  its  certified public accountants  and,  by  this
provision, authorizes those accountants to disclose to the  Agent
any  and  all financial statements and other supporting financial
documents  and schedules relating to the Borrower and to  discuss
directly with the Agent the finances and affairs of the Borrower.

          (b)   As soon as available, but in any event not  later
than   forty  five  (45)  days  after  the  end  of  each  month,
consolidated  and consolidating unaudited balance sheets  of  the
Borrower and its consolidated Subsidiaries as at the end of  such
month, and consolidated and consolidating unaudited statements of
income  and  expense  and  cash flow for  the  Borrower  and  its
consolidated Subsidiaries for such month and for the period  from
the beginning of the Fiscal Year to the end of such month, all in
reasonable  detail, fairly presenting the financial position  and
results  of  operations  of  the Borrower  and  its  consolidated
Subsidiaries  as  at the date thereof and for such  periods,  and
prepared  in accordance with GAAP applied consistently  with  the
audited Financial Statements required to be delivered pursuant to
Section  7.2(a).   The Borrower shall certify  by  a  certificate
signed  by  its chief financial officer that all such  statements
have  been  prepared in accordance with GAAP and present  fairly,
subject  to normal year-end adjustments, the Borrower's financial
position  as  at the dates thereof and its results of  operations
for the periods then ended.

          (c)  Intentionally Deleted

          (d)   With  each  of  the audited Financial  Statements
delivered  pursuant  to  Section 7.2(a),  a  certificate  of  the
independent  certified  public  accountants  that  examined  such
statement to the effect that they have reviewed and are  familiar
with  this  Agreement  and  that,  in  examining  such  Financial
Statements,  they did not become aware of any fact  or  condition
which then constituted a Default or Event of Default with respect
to  a financial covenant, except for those, if any, described  in
reasonable detail in such certificate.

          (e)    With   each  of  the  annual  audited  Financial
Statements delivered pursuant to Section 7.2(a), and within forty-
five  (45)  days  after  the  end  of  each  fiscal  quarter,   a
certificate  of the chief financial officer of the  Borrower  (i)
setting  forth in reasonable detail the calculations required  to
establish  that the Borrower was in compliance with the covenants
set forth in Sections 9.18 through 9.22 during the period covered
in  such  Financial  Statements and as at the  end  thereof,  and
(ii)  stating that, except as explained in reasonable  detail  in
such  certificate, (A) all of the representations and  warranties
of  the  Borrower contained in this Agreement and the other  Loan
Documents are correct and complete in all material respects as at
the  date of such certificate as if made at such time, except for
those that speak as of a particular date, (B) the Borrower is, at
the  date  of  such certificate, in compliance  in  all  material
respects  with all of its respective covenants and agreements  in
this  Agreement and the other Loan Documents, (C) no  Default  or
Event of Default then exists or existed during the period covered
by  such  Financial Statements, (D) describing and  analyzing  in
reasonable  detail all material trends, changes, and developments
in  each  and  all Financial Statements; and (E)  explaining  the
variances  of the figures in the corresponding budgets and  prior
Fiscal  Year financial statements.  If such certificate discloses
that a representation or warranty is not correct or complete,  or
that a covenant has not been complied with, or that a Default  or
Event  of  Default existed or exists, such certificate shall  set
forth what action the Borrower has taken or proposes to take with
respect thereto.

<PAGE> 46

          (f)   No sooner than sixty (60) days and not less  than
thirty  (30)  days  prior to the beginning of each  Fiscal  Year,
annual   forecasts   (to  include  forecasted  consolidated   and
consolidating balance sheets, statements of income  and  expenses
and   statements  of  cash  flow)  for  the  Borrower   and   its
Subsidiaries as at the end of and for each month of  such  Fiscal
Year.

          (g)  Promptly after filing with the PBGC and the IRS, a
copy of each annual report or other filing filed with respect  to
each Plan of the Borrower.

          (h)   Promptly upon the filing thereof, copies  of  all
reports,  if any, to or other documents filed by the Borrower  or
any   of  its  Subsidiaries  with  the  Securities  and  Exchange
Commission  under the Exchange Act, and all reports, notices,  or
statements  sent  or  received by the  Borrower  or  any  of  its
Subsidiaries  to or from the holders of any equity  interests  of
the Borrower (other than routine non-material correspondence sent
by  shareholders  of the Borrower to the Borrower)  or  any  such
Subsidiary  or of any Debt for Borrowed Money of the Borrower  or
any  of  its Subsidiaries registered under the Securities Act  of
1933  or  to or from the trustee under any indenture under  which
the same is issued.

          (i)   As soon as available, but in any event not  later
than 15 days after the Borrower's receipt thereof, a copy of  all
management  reports  and  management  letters  prepared  for  the
Borrower by any independent certified public accountants  of  the
Borrower.

          (j)   Promptly after their preparation, copies  of  any
and all proxy statements, financial statements, and reports which
the Borrower makes available to its shareholders.

          (k)  Promptly after filing with the IRS, a copy of each
tax return filed by the Borrower or by any of its Subsidiaries.

          (l)   Such  additional information as the Agent  and/or
any Lender may from time to time reasonably request regarding the
financial and business affairs of the Borrower or any Subsidiary.

<PAGE> 47

     7.3  Notices to the Lenders.

         The  Borrower shall notify the Agent and the Lenders  in
writing of the following matters at the following times:

          (a)  Immediately after becoming aware of any Default or
Event of Default;

          (b)   Immediately after becoming aware of the assertion
by  the  holder of any capital stock of the Borrower  or  of  any
Subsidiary or of any Debt in a face amount in excess of  $100,000
that  a  default exists with respect thereto or that the Borrower
or  such  Subsidiary is not in compliance with the terms thereof,
or  the  threat or commencement by such holder of any enforcement
action because of such asserted default or non-compliance;

          (c)   Immediately after becoming aware of any event  or
circumstance which could have a Material Adverse Effect;

          (d)  Immediately after becoming aware of any pending or
threatened  action, suit, or proceeding, by any  Person,  or  any
pending  or threatened investigation by a Governmental Authority,
which may have a Material Adverse Effect;

          (e)  Immediately after becoming aware of any pending or
threatened strike, work stoppage, unfair labor practice claim, or
other  labor  dispute  affecting  the  Borrower  or  any  of  its
Subsidiaries  in a manner which could reasonably be  expected  to
have a Material Adverse Effect;

          (f)   Immediately after becoming aware of any violation
of  any  law, statute, regulation, or ordinance of a Governmental
Authority  affecting the Borrower or any Subsidiary  which  could
reasonably be expected to have a Material Adverse Effect;

          (g)   Immediately after receipt of any  notice  of  any
violation  by  the  Borrower or any of its  Subsidiaries  of  any
Environmental Law which could reasonably be expected  to  have  a
Material  Adverse Effect or that any Governmental  Authority  has
asserted in writing that the Borrower or any Subsidiary is not in
compliance  with  any Environmental Law or is  investigating  the
Borrower's or such Subsidiary's compliance therewith;

          (h)   Immediately after receipt of any  written  notice
that  the Borrower or any of its Subsidiaries is or may be liable
to any Person as a result of the Release or threatened Release of
any Contaminant or that the Borrower or any Subsidiary is subject
to investigation by any Governmental Authority evaluating whether
any  remedial  action  is needed to respond  to  the  Release  or
threatened Release of any Contaminant which, in either  case,  is
reasonably  likely  to  give  rise  to  liability  in  excess  of
$100,000;

          (i)  Immediately after receipt of any written notice of
the imposition of any Environmental Lien against any property  of
the Borrower or any of its Subsidiaries;

          (j)   Any  change  in  the Borrower's  name,  state  of
organization,  or form of organization, trade names  under  which
the Borrower will sell Inventory or create Contracts, or to which
instruments in payment of Contracts may be made payable, in  each
case at least thirty (30) days prior thereto;

<PAGE> 48

          (k)   Within ten (10) Business Days after the  Borrower
or any ERISA Affiliate knows or has reason to know, that an ERISA
Event or a prohibited transaction (as defined in Sections 406  of
ERISA  and  4975 of the Code) has occurred, and, when known,  any
action  taken or threatened by the IRS, the DOL or the PBGC  with
respect thereto;

          (l)   Upon  request, or, in the event that such  filing
reflects a significant change with respect to the matters covered
thereby, within three (3) Business Days after the filing  thereof
with  the PBGC, the DOL or the IRS, as applicable, copies of  the
following:  (i) each annual report (form 5500 series),  including
Schedule B thereto, filed with the PBGC, the DOL or the IRS  with
respect  to each Plan, (ii) a copy of each funding waiver request
filed with the PBGC, the DOL or the IRS with respect to any  Plan
and  all  communications received by the Borrower  or  any  ERISA
Affiliate from the PBGC, the DOL or the IRS with respect to  such
request,  and  (iii) a copy of each other filing or notice  filed
with  the PBGC, the DOL or the IRS, with respect to each Plan  by
either the Borrower or any ERISA Affiliate;

          (m)   Upon request, copies of each actuarial report for
any  Plan or Multi-employer Plan and annual report for any Multi-
employer  Plan; and within three (3) Business Days after  receipt
thereof  by  the Borrower or any ERISA Affiliate, copies  of  the
following:  (i) any notices of the PBGC's intention to  terminate
a  Plan  or to have a trustee appointed to administer such  Plan;
(ii)  any favorable or unfavorable determination letter from  the
IRS regarding the qualification of a Plan under Section 401(a) of
the  Code;  or  (iii)  any  notice  from  a  Multi-employer  Plan
regarding the imposition of withdrawal liability;

          (n)    Within  three  (3)  Business  Days   after   the
occurrence  thereof:  (i) any changes  in  the  benefits  of  any
existing  Plan  which increase the Borrower's annual  costs  with
respect  thereto  by  an amount in excess  of  $100,000,  or  the
establishment   of   any  new  Plan  or   the   commencement   of
contributions  to  any Plan to which the Borrower  or  any  ERISA
Affiliate was not previously contributing; or (ii) any failure by
the   Borrower  or  any  ERISA  Affiliate  to  make  a   required
installment  or any other required payment under Section  412  of
the  Code  on  or  before the due date for  such  installment  or
payment; or

          (o)   Within three (3) Business Days after the Borrower
or  any  ERISA Affiliate knows or has reason to know that any  of
the  following  events has or will occur:  (i)  a  Multi-employer
Plan  has  been or will be terminated; (ii) the administrator  or
plan  sponsor  of a Multi-employer Plan intends  to  terminate  a
Multi-employer  Plan; or (iii) the PBGC has  instituted  or  will
institute proceedings under Section 4042 of ERISA to terminate  a
Multi-employer Plan.

          Each notice given under this Section shall describe the
subject matter thereof in reasonable detail, and shall set  forth
the  action  that  the  Borrower, its Subsidiary,  or  any  ERISA
Affiliate,  as  applicable, has taken or proposes  to  take  with
respect thereto.

<PAGE> 49


                            ARTICLE 8

             GENERAL WARRANTIES AND REPRESENTATIONS

     The  Borrower warrants and represents to the Agent  and  the
Lenders that except as hereafter disclosed to and accepted by the
Agent and the Majority Lenders in writing:

     8.1   Authorization,  Validity, and Enforceability  of  this
Agreement and the Loan Documents.

         The  Borrower has the corporate power and  authority  to
execute,  deliver and perform this Agreement and the  other  Loan
Documents  to which it is a party, to incur the Obligations,  and
to  grant to the Agent Liens upon and security interests  in  the
Collateral.   The  Borrower  has taken  all  necessary  corporate
action  (including  obtaining approval  of  its  stockholders  if
necessary)  to authorize its execution, delivery, and performance
of  this Agreement and the other Loan Documents to which it is  a
party.   This Agreement and the other Loan Documents to which  it
is a party have been duly executed and delivered by the Borrower,
and  constitute the legal, valid and binding obligations  of  the
Borrower,  enforceable  against  it  in  accordance  with   their
respective  terms  without defense, setoff or counterclaim.   The
Borrower's execution, delivery, and performance of this Agreement
and  the  other Loan Documents to which it is a party do not  and
will  not conflict with, or constitute a violation or breach  of,
or  constitute  a  default under, or result in,  or  require  the
creation  or  imposition of any Lien upon  the  property  of  the
Borrower or any of its Subsidiaries by reason of the terms of (a)
any  contract,  mortgage, Lien, lease, agreement,  indenture,  or
instrument  to which the Borrower is a party or which is  binding
upon it, (b) any Requirement of Law applicable to the Borrower or
any  of  its Subsidiaries, or (c) the certificate or articles  of
incorporation  or  by-laws  of  the  Borrower  or  any   of   its
Subsidiaries.

     8.2  Validity and Priority of Security Interest.

         The provisions of this Agreement, [the Mortgage(s)], and
the  other Loan Documents create legal and valid Liens on all the
Collateral in favor of the Agent, for the ratable benefit of  the
Agent  and  the Lenders, and such Liens constitute perfected  and
continuing Liens on all the Collateral, having priority over  all
other  Liens on the Collateral, except for those Liens identified
in  clauses (c), (d) and (e) of the definition of Permitted Liens
securing  all  the  Obligations,  and  enforceable  against   the
Borrower and all third parties.

     8.3  Organization and Qualification.

         The Borrower (a) is duly incorporated and organized  and
validly existing in good standing under the laws of the state  of
its  incorporation, (b) is qualified to do business as a  foreign
corporation  and  is  in good standing in the  jurisdictions  set
forth  on Schedule 8.3 which are the only jurisdictions in  which
qualification is necessary in order for it to own  or  lease  its
property and conduct its business and (c) has all requisite power
and authority to conduct its business and to own its property.

     8.4  Corporate Name; Prior Transactions.

         The  Borrower has not, during the past five  (5)  years,
been known by or used any other corporate or fictitious name,  or
been  a party to any merger or consolidation, or acquired all  or
substantially all of the assets of any Person, or acquired any of
its property outside of the ordinary course of business.

<PAGE> 50

     8.5  Subsidiaries and Affiliates.

         Schedule 8.5 is a correct and complete list of the  name
and  relationship  to  the  Borrower  of  each  and  all  of  the
Borrower's Subsidiaries and other Affiliates.  Each Subsidiary is
(a)  duly incorporated and organized and validly existing in good
standing  under the laws of its state of incorporation set  forth
on  Schedule 8.5, and (b) qualified to do business as  a  foreign
corporation  and in good standing in each jurisdiction  in  which
the failure to so qualify or be in good standing could reasonably
be  expected  to  have  a material adverse  effect  on  any  such
Subsidiary's   business,  operations,  prospects,  property,   or
condition  (financial  or otherwise) and (c)  has  all  requisite
power and authority to conduct its business and own its property.

     8.6  Financial Statements and Projections.

         (a)   The  Borrower has delivered to the Agent  and  the
Lenders  the  audited  balance sheet and  related  statements  of
income,   retained   earnings,  cash  flows,   and   changes   in
stockholders  equity for the Borrower as of March 31,  2000,  for
the Fiscal Year then ended, accompanied by the report thereon  of
the Borrower's independent certified public accountants, Ernst  &
Young.   The  Borrower has also delivered to the  Agent  and  the
Lenders  the  unaudited balance sheet and related  statements  of
income and cash flows for the Borrower as of March 31, 2000.  All
such  financial statements have been prepared in accordance  with
GAAP and present accurately and fairly the financial position  of
the  Borrower  as  of  the  dates  thereof  and  its  results  of
operations for the periods then ended.

          (b)   The  Latest  Projections when  submitted  to  the
Lenders as required herein represent the Borrower's best estimate
of  the  future  financial performance of the  Borrower  and  its
consolidated Subsidiaries for the periods set forth therein.  The
Latest  Projections  have  been prepared  on  the  basis  of  the
assumptions  set forth therein, which the Borrower  believes  are
fair   and   reasonable  in  light  of  current  and   reasonably
foreseeable  business  conditions at the time  submitted  to  the
Lender.

     8.7  Capitalization.

         The  Borrower's  authorized capital  stock  consists  of
10,000  shares  of common stock, par value $1.00  per  share,  of
which  500 shares are validly issued and outstanding, fully  paid
and  non-assessable and are owned beneficially and of  record  by
Nicholas Data Services, Ltd.

     8.8  Solvency.

         The Borrower is Solvent prior to and after giving effect
to  the  making of the Revolving Loans to be made on the  Closing
Date, and shall remain Solvent during the term of this Agreement.

     8.9  Debt.

         After giving effect to the making of the Revolving Loans
to be made on the Closing Date, the Borrower and its Subsidiaries
have no Debt, except (a) the Obligations, (b) trade payables  and
other  contractual obligations arising in the ordinary course  of
business,  and  (c) other Debt existing on the Closing  Date  and
reflected in its Financial Statements.

     8.10 Intentionally Deleted.

8.11 Title to Property.

         The  Borrower  has good, indefeasible, and  merchantable
title  to all of its property, free of all Liens except Permitted
Liens.

     8.12 Intentionally Deleted.

<PAGE> 51

     8.13 Intentionally Deleted.

     8.14 Intentionally Deleted.

     8.15 Litigation.

         Except  as  set  forth on Schedule  8.15,  there  is  no
pending,  or  to the best of the Borrower's knowledge threatened,
action,  suit, proceeding, or counterclaim by any Person,  or  to
the  best  of  the  Borrower's  knowledge  investigation  by  any
Governmental  Authority, or any basis for any of  the  foregoing,
which  could  reasonably be expected to cause a Material  Adverse
Effect.

     8.16 Restrictive Agreements.

        The Borrower is not a party to any contract or agreement,
or  subject to any charter or other corporate restriction,  which
affects  its  ability to execute, deliver, and perform  the  Loan
Documents and repay the Obligations or which could reasonably  be
expected to cause a Material Adverse Effect.

     8.17 Labor Disputes.

         As  of  the  Closing  Date (a) there  is  no  collective
bargaining  agreement or other labor contract covering  employees
of  the  Borrower  or  any  of  its  Subsidiaries,  (b)  no  such
collective  bargaining  agreement  or  other  labor  contract  is
scheduled  to  expire during the term of this Agreement,  (c)  no
union  or other labor organization is seeking to organize, or  to
be  recognized as, a collective bargaining unit of  employees  of
the  Borrower  or  any of its Subsidiaries  or  for  any  similar
purpose,  and  (d) there is no pending or (to  the  best  of  the
Borrower's knowledge) threatened, strike, work stoppage, material
unfair  labor  practice  claim, or other material  labor  dispute
against  or affecting the Borrower or its Subsidiaries  or  their
employees.

     8.18 Environmental Laws.

          (a)  The Borrower and its Subsidiaries have complied in
all material respects with all Environmental Laws and neither the
Borrower  nor any Subsidiary nor any of its presently owned  real
property  or  presently conducted operations, nor its  previously
owned  real  property  or prior operations,  is  subject  to  any
enforcement   order   from  or  liability  agreement   with   any
Governmental   Authority  or  private   Person   respecting   (i)
compliance  with  any  Environmental Law or  (ii)  any  potential
liabilities and costs or remedial action arising from the Release
or threatened Release of a Contaminant.

          (b)   The  Borrower and its Subsidiaries have  obtained
all   permits  necessary  for  their  current  operations   under
Environmental Laws, and all such permits are in good standing and
the  Borrower  and  its Subsidiaries are in compliance  with  all
material terms and conditions of such permits.

     8.19 No Violation of Law.

         Neither the Borrower nor any of its Subsidiaries  is  in
violation  of any law, statute, regulation, ordinance,  judgment,
order,   or  decree  applicable  to  it  which  violation   could
reasonably be expected to have a Material Adverse Effect.

     8.20 No Default.

         Neither the Borrower nor any of its Subsidiaries  is  in
default  with  respect  to any note, indenture,  loan  agreement,
mortgage,  lease, deed, or other agreement to which the  Borrower
or  such  Subsidiary is a party or by which it  is  bound,  which
default  could reasonably be expected to have a Material  Adverse
Effect.

<PAGE> 52

     8.21 ERISA Compliance.

          (a)   Each  Plan  is  in  compliance  in  all  material
respects  with the applicable provisions of ERISA, the  Code  and
other  federal  or  state law.  Each Plan which  is  intended  to
qualify under Section 401(a) of the Code has received a favorable
determination  letter from the IRS and to the best  knowledge  of
the Borrower, nothing has occurred which would cause the loss  of
such  qualification.  The Borrower and each ERISA  Affiliate  has
made  all  required contributions to any Plan subject to  Section
412  of the Code, and no application for a funding waiver  or  an
extension of any amortization period pursuant to Section  412  of
the Code has been made with respect to any Plan.

          (b)  There are no pending or, to the best knowledge  of
Borrower,  threatened claims, actions or lawsuits, or  action  by
any  Governmental Authority, with respect to any Plan  which  has
resulted  or could reasonably be expected to result in a Material
Adverse  Effect.   There  has been no prohibited  transaction  or
violation  of the fiduciary responsibility rules with respect  to
any  Plan  which has resulted or could reasonably be expected  to
result in a Material Adverse Effect.

          (c)   (i)  No ERISA Event has occurred or is reasonably
expected to occur; (ii) no Pension Plan has any Unfunded  Pension
Liability; (iii) neither the Borrower nor any ERISA Affiliate has
incurred,  or  reasonably expects to incur, any  liability  under
Title  IV  of ERISA with respect to any Pension Plan (other  than
premiums  due  and not delinquent under Section 4007  of  ERISA);
(iv)  neither the Borrower nor any ERISA Affiliate has  incurred,
or  reasonably expects to incur, any liability (and no event  has
occurred which, with the giving of notice under Section  4219  of
ERISA, would result in such liability) under Section 4201 or 4243
of  ERISA with respect to a Multi-employer Plan; and (v)  neither
the Borrower nor any ERISA Affiliate has engaged in a transaction
that could be subject to Section 4069 or 4212(c) of ERISA.

     8.22 Taxes.

         The Borrower and its Subsidiaries have filed all federal
and  other tax returns and reports required to be filed, and have
paid  all  federal and other taxes, assessments, fees  and  other
governmental  charges  levied  or  imposed  upon  them  or  their
properties,  income  or assets otherwise due and  payable  unless
such  unpaid  taxes and assessments would constitute a  Permitted
Lien.

     8.23 Intentionally Deleted.

     8.24 Use of Proceeds; Margin Regulations.

         The  proceeds  of the Loans are to be  used  solely  for
working   capital  purposes.   Neither  the  Borrower   nor   any
Subsidiary  is engaged in the business of purchasing  or  selling
Margin Stock or extending credit for the purpose of purchasing or
carrying Margin Stock.

     8.25 Intentionally Deleted.

<PAGE> 53

     8.26 No Material Adverse Change.

        No material adverse change has occurred in the Borrower's
property,  business,  operations,  or  conditions  (financial  or
otherwise)  since the date of the Financial Statements  delivered
to the Lenders.

     8.27 Full Disclosure.

         None  of the representations or warranties made  by  the
Borrower  or any Subsidiary in the Loan Documents as of the  date
such representations and warranties are made or deemed made,  and
none   of  the  statements  contained  in  any  exhibit,  report,
statement  or  certificate furnished  by  or  on  behalf  of  the
Borrower  or any Subsidiary in connection with the Loan Documents
(including the offering and disclosure materials delivered by  or
on  behalf  of the Borrower to the Lenders prior to  the  Closing
Date), contains any untrue statement of a material fact or  omits
any  material fact required to be stated therein or necessary  to
make  the  statements made therein, in light of the circumstances
under  which  they are made, not misleading as of the  time  when
made or delivered.

     8.28 Intentionally Deleted.

     8.29 Bank Accounts.

         Schedule 8.29 contains as of the Closing Date a complete
and accurate list of all bank accounts maintained by the Borrower
with any bank or other financial institution.

     8.30 Governmental Authorization.

         No approval, consent, exemption, authorization, or other
action  by,  or  notice  to,  or filing  with,  any  Governmental
Authority  or other Person is necessary or required in connection
with  the  execution, delivery or performance by, or  enforcement
against,  the  Borrower  or  any  of  its  Subsidiaries  of  this
Agreement or any other Loan Document.



                            ARTICLE 9

               AFFIRMATIVE AND NEGATIVE COVENANTS

          The  Borrower  covenants to the Agent and  each  Lender
that so long as any of the Obligations remain outstanding or this
Agreement is in effect:

     9.1  Taxes and Other Obligations.

          The  Borrower  shall,  and  shall  cause  each  of  its
Subsidiaries  to,  (a) file when due all tax  returns  and  other
reports which it is required to file; (b) pay, or provide for the
payment,  when  due,  of all taxes, fees, assessments  and  other
governmental charges against it or upon its property, income  and
franchises, make all required withholding and other tax deposits,
and  establish  adequate reserves for the  payment  of  all  such
items,  and  provide to the Agent and the Lenders, upon  request,
satisfactory   evidence  of  its  timely  compliance   with   the
foregoing;  and  (c) pay when due all Debt owed  by  it  and  all
claims   of   materialmen,  mechanics,  carriers,   warehousemen,
landlords,  processors  and other like  Persons,  and  all  other
indebtedness  owed by it and perform and discharge  in  a  timely
manner all other obligations undertaken by it; provided, however,
so  long  as  the  Borrower has notified the  Agent  in  writing,
neither  the  Borrower nor any of its Subsidiaries need  pay  any
tax,  fee,  assessment, or governmental charge, that  (i)  it  is
contesting  in  good faith by appropriate proceedings  diligently
pursued, (ii) the Borrower or its Subsidiary, as the case may be,
has  established  proper reserves for as provided  in  GAAP,  and
(iii) no Lien (other than a Permitted Lien) results from such non-
payment.

<PAGE> 54

     9.2  Corporate Existence and Good Standing.

          The  Borrower  shall,  and  shall  cause  each  of  its
Subsidiaries  to,  maintain  its  corporate  existence  and   its
qualification and good standing in all jurisdictions in which the
failure  to  maintain  such existence and qualification  or  good
standing could reasonably be expected to have a Material  Adverse
Effect.

     9.3  Compliance with Law and Agreements; Maintenance of
          Licenses.

        The  Borrower shall comply with all Requirements  of  Law
including  the Federal Trade Commission's used car rule  and  all
usury  and  consumer credit disclosure laws and regulation.   The
Borrower   shall  obtain  and  maintain  all  licenses,  permits,
franchises, and governmental authorizations necessary to own  its
Property and to conduct its business as conducted on the  Closing
Date.

     9.4  Compliance with ERISA.

         The  Borrower shall, and shall cause each of  its  ERISA
Affiliates  to:   (a)  maintain each Plan in  compliance  in  all
material  respects with the applicable provisions of  ERISA,  the
Code and other federal or state law; (b) cause each Plan which is
qualified  under  Section 401(a) of the  Code  to  maintain  such
qualification; (c) make all required contributions  to  any  Plan
subject  to  Section  412  of  the Code;  (d)  not  engage  in  a
prohibited   transaction   or   violation   of   the    fiduciary
responsibility rules with respect to any Plan; and (e) not engage
in a transaction that could be subject to Section 4069 or 4212(c)
of ERISA.

     9.5  Mergers, Consolidations or Sales.

         The Borrower shall not (a) enter into any transaction of
merger,  reorganization, or consolidation with any other  Person;
(b) transfer, sell, assign, lease, or otherwise dispose of all or
any  part  of  the Collateral or its assets; or (c) liquidate  or
dissolve.

     9.6  Distributions and Capital Change.

        The Borrower shall not (i) directly or indirectly declare
or  make or incur any liability to make any Distribution or  (ii)
make any change in its capital structure.

     9.7  Transactions Affecting Collateral or Obligations.

         The  Borrower shall not enter into any transaction which
is likely to have a Material Adverse Effect.

     9.8  Guaranties.

         The  Borrower shall not make, issue, be or become liable
on  any Guaranty, except Guaranties in favor of the Agent and the
Lenders.

     9.9  Debt.

         The Borrower shall not incur or maintain any Debt, other
than:  (a)  the  Obligations; (b) trade payables and  contractual
obligations  to suppliers and customers incurred in the  ordinary
course  of  business; and (c) other Debt existing on the  Closing
Date.

     9.10 Prepayment.

         The  Borrower  shall not voluntarily  prepay  any  Debt,
except  the  Obligations and any Subordinated Debt in  accordance
with the terms of this Agreement.

     9.11 Transactions with Affiliates.

         Except  as  expressly  provided in  this  Section  9.11,
Borrower  shall not sell, transfer, distribute, or pay any  money
or  Property  to  any Affiliate or make any Distribution  to  any
Affiliate, or lend any money to and Affiliate, or invest  in  (by
capital contribution or otherwise) or purchase or repurchase  any
stock  or  indebtedness, or any Property  of  any  Affiliate,  or
become  liable on any guaranty of the Affiliate.  (The  foregoing
transactions   are   hereinafter  referred  to   as   "Prohibited
Transactions").   A Prohibited Transaction shall  not  include  a
distribution of cash by Borrower to Nicholas Data Services,  Inc.
for  the  limited  portion of state and federal  tax  liabilities
imposed  on  Nicholas  Data Services,  Inc.  resulting  from  the
inclusion of Borrower's taxable income in the income of Nicholas.
Notwithstanding the foregoing, so long as no Default or Event  of
Default   then  exists,  Borrower  may  engage  in  a  Prohibited
Transaction provided the aggregate amount of such transactions in
any  Fiscal Year of the Borrower do not exceed the lesser of  (a)
$150,000  ("Permitted Amount") or (b) twenty-five percent  (25%()
of  Borrower's  Adjusted Net Earnings from  Operations  for  such
Fiscal Year.

<PAGE> 55

     9.12 Intentionally Deleted.


     9.13 Business Conducted.

         The Borrower shall not engage directly or indirectly, in
any  line  of  business other than the businesses  in  which  the
Borrower is engaged on the Closing Date.

     9.14 Liens.

         The  Borrower shall not create, incur, assume, or permit
to  exist  any  Lien on any Collateral, except for the  Liens  in
favor of the Agent and the Lenders.

     9.15 Fiscal Year.

        The Borrower shall not change its Fiscal Year.

     9.16 No Recognition of Income.

         Borrower  shall  not accrue or otherwise  recognize  any
fees,  interest, or other income in connection with any  Contract
under  which  any  payment due thereunder is more  than  89  days
delinquent as determined on a contractual basis.

     9.17 Intentionally Deleted.


     9.18 Minimum Interest Coverage.

        The Borrower shall not permit the ratio, calculated as of
the last day of each month on a cumulative Fiscal Year basis,  of
(a)  the  sum  of Adjusted Net Earnings from Operations  for  the
applicable  period, plus interest expense and any  provision  for
income  taxes  for  such  period  (numerator)  to  (b)  aggregate
interest  expense for such period (denominator), to be less  than
1.25:1.

     9.19 Intentionally Deleted.


     9.20 Loss Reserve.

         The Borrower shall maintain loss and dealer reserves  at
all  times  during  the  term  of the  Agreement  in  an  amount,
calculated as of the last day of each month, which shall  not  be
less  than  an  amount  equal  to  the  Loss  Reserve  Percentage
(determined as of the last day of such month) multiplied  by  the
aggregate amount of all Net Contract Payments due as of the  last
day of such month.

     9.21 Borrowing Base Ratio.

         The  Borrower  shall not permit the  ratio  of  (a)  the
remainder  of  (i) all liabilities, obligations, and indebtedness
of  the Borrower minus (ii) all Subordinated Debt (numerator)  to
(b)  Borrowing Base Amount (denominator) to be, at any time, more
than: 5 to 1.

<PAGE> 56

     9.22 Collateral Adjustment Percent.

         The  Borrower shall not permit the Collateral Adjustment
Percent as of the last day of any month to be greater than twenty-
one percent (21%).

     9.23 Limitation on Bulk Purchases.

        Borrower shall not, without Agent's prior written consent
(which  Agent  may withhold in its sole and absolute discretion),
acquire  for a purchase price greater than $500,000 any Contracts
as  part  of  a  Bulk  Purchase Transaction.   The  phrase  `Bulk
Purchase  Transaction' shall mean the purchase,  on  a  group  or
aggregate basis, of Contracts originated by third parties, in one
or  a series of related transactions, from a seller or affiliated
sellers,  where Borrower's decision to purchase the Contracts  is
based  primarily  on criteria other than the creditworthiness  of
the  individual  Contract Debtors who are the Contract  obligors.
Borrower  may,  without  the consent  of  Agent,  acquire  for  a
purchase  price of $500,000 or less Contracts as part of  a  Bulk
Purchase  Transaction  provided  the  Borrower  has  Availability
sufficient to consummate the Bulk Purchase Transaction prior  to,
and without giving effect to, the Bulk Purchase Transaction.

     9.24 Intentionally Deleted.


     9.25 New Subsidiaries.

         The Borrower shall not, directly or indirectly, organize
or  acquire  any Subsidiary other than those listed  on  Schedule
8.5.

     9.26 Restricted Investment.

        The Borrower shall not make any Restricted Investment.

     9.27 Reporting Methodology.

         The  Borrower shall not amend or modify the  methodology
employed  by  the  Borrower  in  preparing  its  accounting   and
financial  reports  relating  to  the  presentation  of  (i)  the
delinquency  of  Vehicle  Contracts,  (ii)  the  repossession  of
Vehicles,  (iii)  the charge-off of delinquent Vehicle  Contracts
and  (iv) the unearned insurance commissions and dealer discounts
from  the methodology employed by the Borrower as of the  Closing
Date  so  as  to  change the consistency of the information  with
respect to such items, from time to time, provided to Lender.

     9.28 Contract Forms.

         The  Borrower shall not use or acquire in  its  business
Contracts which are not on the printed forms previously  approved
in  writing  by the Lender and the Borrower shall not  change  or
vary  the  printed forms of such Contracts without  the  Lender's
prior  written  consent,  unless  such  change  or  variation  is
required  by  any Requirement of Law.  The Lender may  reasonably
withhold  its  consent until the Lender receives  a  satisfactory
opinion  of  the Borrower's counsel regarding compliance  of  the
revised form of Contract with any Requirement of Law.

     9.29 Credit Guidelines.

         The  Borrower shall not make any changes in  its  Credit
Guidelines (a copy of which has been previously furnished by  the
Borrower to the Lender) without the Agent's prior written consent
which the Agent may withhold in its sole and absolute discretion.
The  Borrower  shall not purchase or otherwise acquire  Contracts
which do not comply with the Credit Guidelines.

     9.30 Extended Warranty Plans.

         To  the  extent  that the Borrower allows  a  Dealer  to
finance  so-called "extended warranty plans," the Borrower  shall
ensure  that  (i)  the cost of such plans are  disclosed  to  the
Contract  Debtors  and  such plans are  in  compliance  with  all
applicable  consumer credit laws, including any and  all  special
insurance   laws  relating  thereto  and  (ii)  such  plans   are
underwritten  by  (x)  a  major  automobile  manufacturer  or  an
Affiliate  thereof, or (y) an independent and  financially  sound
insurance company.

<PAGE> 57

     9.31 Charge-Off Policy.

          Borrower shall establish and implement, all in a manner
satisfactory  to  Agent,  a policy for charging  off  the  unpaid
balance of any Contract upon the occurrence of any default  under
the  terms  thereof.   Without limiting  the  generality  of  the
foregoing,  Borrower  shall, on the last  business  day  of  each
month,  charge  off (i) the unpaid balance of any  Contract  with
respect  to which any payment due thereunder is 120 days or  more
past due as determined on a contractual basis and (ii) the unpaid
balance of any Contract with respect to which the Contract Debtor
is  the  subject  of a bankruptcy or insolvency  proceeding.   In
addition,   the   policy  shall  provide  that   Borrower   shall
immediately  charge  off all Contracts with a deficiency  balance
and  shall charge off all of the value of any Vehicles which have
been repossessed for more than 120 days.

     9.32 Further Assurances.

         The  Borrower shall execute and deliver, or cause to  be
executed   and  delivered,  to  the  Agent  such  documents   and
agreements, and shall take or cause to be taken such actions,  as
the  Agent may, from time to time, request to carry out the terms
and conditions of this Agreement and the other Loan Documents.



                           ARTICLE 10

                      CONDITIONS OF LENDING

     10.1 Conditions Precedent to Making of Loans on the Closing
          Date.

         The  obligation  of  the Lenders  to  make  the  initial
Revolving  Loans on the Closing Date are subject to the following
conditions   precedent  having  been  satisfied   in   a   manner
satisfactory to the Agent and each Lender:

          (a)   This Agreement and the other Loan Documents shall
have  been executed by each party thereto and the Borrower  shall
have  performed  and complied with all covenants, agreements  and
conditions  contained herein and the other Loan  Documents  which
are  required  to be performed or complied with by  the  Borrower
before or on such Closing Date.

          (b)   Upon  making the Revolving Loans (including  such
Revolving  Loans made to finance the Closing Fee or otherwise  as
reimbursement  for  fees, costs and expenses then  payable  under
this  Agreement)  and  with  all  its  obligations  current,  the
Borrower  would  have  Availability in an  amount  no  less  than
$2,000,000.

          (c)   All representations and warranties made hereunder
and  in the other Loan Documents shall be true and correct as  if
made on such date.

          (d)   No Default or Event of Default shall exist on the
Closing Date, or would exist after giving effect to the Loans  to
be made

<PAGE> 58

          (e)  The Agent shall have received:

               (i)   acknowledgment  copies of  proper  financing
statements,  duly filed on or before the Closing Date  under  the
UCC  of  all  jurisdictions that the Agent may deem necessary  or
desirable in order to perfect the Agent's Lien; and

               (ii)  duly  executed UCC-3 Termination  Statements
and such other instruments, in form and substance satisfactory to
the  Agent,  as shall be necessary to terminate and  satisfy  all
Liens on the Property of the Borrower and its Subsidiaries except
Permitted Liens.

          (f)  The Borrower shall have paid all fees and expenses
of  the Agent and the Attorney Costs incurred in connection  with
any  of  the  Loan  Documents  and the transactions  contemplated
thereby to the extent invoiced.

          (g)   The Agent shall have received evidence, in  form,
scope,  and substance, reasonably satisfactory to the  Agent,  of
all insurance coverage as required by this Agreement.

          (h)   The  Agent  and  the Lenders shall  have  had  an
opportunity, if they so choose, to examine the books  of  account
and  other  records and files of the Borrower and to make  copies
thereof,  and to conduct a pre-closing audit which shall include,
without limitation, verification of Inventory, Accounts, and  the
Borrowing  Base,  and the results of such examination  and  audit
shall have been satisfactory to the Agent and the Lenders in  all
respects.

          (i)   All  proceedings  taken in  connection  with  the
execution  of  this Agreement, all other Loan Documents  and  all
documents  and  papers relating thereto shall be satisfactory  in
form, scope, and substance to the Agent and the Lenders.

     The  acceptance  by the Borrower of any Loans  made  on  the
Closing  Date shall be deemed to be a representation and warranty
made  by  the  Borrower to the effect that all of the  conditions
precedent  to the making of such Loans have been satisfied,  with
the  same  effect as delivery to the Agent and the Lenders  of  a
certificate  signed  by a Responsible Officer  of  the  Borrower,
dated the Closing Date, to such effect.

     Execution  and  delivery  to the Agent  by  a  Lender  of  a
counterpart  of  this Agreement shall be deemed  confirmation  by
such  Lender  that (i) all conditions precedent in  this  Section
10.1 have been fulfilled to the satisfaction of such Lender, (ii)
the  decision of such Lender to execute and deliver to the  Agent
an executed counterpart of this Agreement was made by such Lender
independently  and  without reliance on the Agent  or  any  other
Lender  as  to  the satisfaction of any condition  precedent  set
forth in this Section 10.1, and (iii) all documents sent to  such
Lender  for approval consent, or satisfaction were acceptable  to
such Lender.

     10.2 Conditions Precedent to Each Loan.

         The  obligation  of  the  Lenders  to  make  each  Loan,
including  the initial Revolving Loans on the Closing Date  shall
be  subject to the further conditions precedent that on and as of
the date of any such extension of credit:

          (a)   the  following statements shall be true, and  the
acceptance  by the Borrower of any extension of credit  shall  be
deemed  to  be  a  statement to the effect set forth  in  clauses
(i)  and (ii), with the same effect as the delivery to the  Agent
and the Lenders of a certificate signed by a Responsible Officer,
dated the date of such extension of credit, stating that:

<PAGE> 59

               (i)   The representations and warranties contained
in this Agreement and the other Loan Documents are correct in all
material  respects  on and as of the date of  such  extension  of
credit as though made on and as of such date, other than any such
representation  or  warranty which relates to a  specified  prior
date and except to the extent the Agent and the Lenders have been
notified  by the Borrower that any representation or warranty  is
not  correct and the Majority Lenders have explicitly  waived  in
writing compliance with such representation or warranty; and

               (ii)  No event has occurred and is continuing,  or
would  result from such extension of credit, which constitutes  a
Default or an Event of Default; and

          (b)   The  amount  of  the  Borrowing  Base  shall   be
sufficient  to  make such Revolving Loans without  exceeding  the
Availability,  provided, however, that the  foregoing  conditions
precedent are not conditions to each Lender participating  in  or
reimbursing  the  Bank or the Agent for such  Lenders'  Pro  Rata
Share of any Non-Ratable Loan or Agent Advance made in accordance
with the provisions of Sections 2.2(h), (i) and (j).



                           ARTICLE 11

                      DEFAULT AND REMEDIES

     11.1 Events of Default.

           It    shall    constitute   an   event   of    default
("Event  of  Default") if any one or more of the following  shall
occur for any reason:

          (a)   any  failure by the Borrower to pay the principal
of or interest or premium on any of the Obligations or any fee or
other  amount  owing hereunder when due, whether upon  demand  or
otherwise;

          (b)  any representation or warranty made or deemed made
by  the  Borrower in this Agreement or by the Borrower or any  of
its  Subsidiaries  in  any  of  the  other  Loan  Documents,  any
Financial Statement, or any certificate furnished by the Borrower
or any of its Subsidiaries at any time to the Agent or any Lender
shall  prove to be untrue in any material respect as of the  date
on which made, deemed made, or furnished;

          (c)   any  default  shall occur in  the  observance  or
performance  of any of the covenants and agreements contained  in
this  Agreement, any other Loan Documents, or any other agreement
entered  into at any time to which the Borrower or any Subsidiary
and  the  Agent or any Lender are party (including in respect  of
any  Bank  Products), or if any such agreement or document  shall
terminate  (other than in accordance with its terms or the  terms
hereof  or with the written consent of the Agent and the Majority
Lenders)  or  become void or unenforceable, without  the  written
consent of the Agent and the Majority Lenders;

          (d)   default shall occur with respect to any Debt  For
Borrowed  Money (other than the Obligations) of the  Borrower  or
any  of its Subsidiaries in an outstanding principal amount which
exceeds  $100,000, or under any agreement or instrument under  or
pursuant to which any such Debt For Borrowed Money may have  been
issued, created, assumed, or guaranteed by the Borrower or any of
its  Subsidiaries, and such default shall continue for more  than
the  period  of grace, if any, therein specified, if  the  effect
thereof (with or without the giving of notice or further lapse of
time  or both) is to accelerate, or to permit the holders of  any
such  Debt For Borrowed Money to accelerate, the maturity of  any
such Debt For Borrowed Money; or any such Debt For Borrowed Money
shall  be  declared due and payable or be required to be  prepaid
(other  than by a regularly scheduled required prepayment)  prior
to the stated maturity thereof;

<PAGE> 60

          (e)   the Borrower or any of its Subsidiaries shall (i)
file  a  voluntary  petition in bankruptcy or  file  a  voluntary
petition  or  an  answer  or otherwise  commence  any  action  or
proceeding seeking reorganization, arrangement or readjustment of
its  debts  or for any other relief under the federal  Bankruptcy
Code, as amended, or under any other bankruptcy or insolvency act
or  law,  state or federal, now or hereafter existing, or consent
to,  approve  of, or acquiesce in, any such petition,  action  or
proceeding; (ii) apply for or acquiesce in the appointment  of  a
receiver, assignee, liquidator, sequestrator, custodian, monitor,
trustee or similar officer for it or for all or any part  of  its
property;  (iii) make an assignment for the benefit of creditors;
or (iv) be unable generally to pay its debts as they become due;

          (f)  an involuntary petition or proposal shall be filed
or   an   action   or  proceeding  otherwise  commenced   seeking
reorganization, arrangement, consolidation or readjustment of the
debts of the Borrower or any of its Subsidiaries or for any other
relief  under the federal Bankruptcy Code, as amended,  or  under
any  other bankruptcy or insolvency act or law, state or federal,
now or hereafter existing;

          (g)   a  receiver, assignee, liquidator,  sequestrator,
custodian,  monitor, trustee or similar officer for the  Borrower
or any of its Subsidiaries or for all or any part of its property
shall  be  appointed  or  a warrant of attachment,  execution  or
similar  process shall be issued against any part of the property
of the Borrower or any of its Subsidiaries;

          (h)  the Borrower or any of its Subsidiaries shall file
a  certificate of dissolution under applicable state law or shall
be  liquidated, dissolved or wound-up or shall commence  or  have
commenced  against it any action or proceeding  for  dissolution,
winding-up or liquidation, or shall take any corporate action  in
furtherance thereof;

          (i)   all or any material part of the property  of  the
Borrower  or  any  of  its  Subsidiaries shall  be  nationalized,
expropriated  or condemned, seized or otherwise appropriated,  or
custody  or control of such property or of the Borrower  or  such
Subsidiary shall be assumed by any Governmental Authority or  any
court   of  competent  jurisdiction  at  the  instance   of   any
Governmental Authority, except where contested in good  faith  by
proper proceedings diligently pursued where a stay of enforcement
is in effect;

          (j)    any   Guaranty  of  the  Obligations  shall   be
terminated, revoked or declared void or invalid;

          (k)    one  or  more  judgments,  orders,  decrees   or
arbitration  awards is entered against the Borrower involving  in
the aggregate liability (to the extent not covered by independent
third-party  insurance as to which the insurer does  not  dispute
coverage)  as  to  any single or related or unrelated  series  of
transactions, incidents or conditions, of $100,000 or  more,  and
the same shall remain unsatisfied, unvacated and unstayed pending
appeal for a period of 5 days after the entry thereof;

<PAGE> 61

          (l)  any loss, theft, damage or destruction of any item
or  items of Collateral or other property of the Borrower or  any
Subsidiary occurs which could reasonably be expected to  cause  a
Material  Adverse  Effect  and  is  not  adequately  covered   by
insurance;

          (m)  there occurs a Material Adverse Effect;

          (n)   there is filed against the Borrower or any of its
Subsidiaries any action, suit or proceeding under any federal  or
state  racketeering  statute (including the Racketeer  Influenced
and  Corrupt  Organization Act of 1970), which  action,  suit  or
proceeding  (i) is not dismissed within one hundred twenty  (120)
days,  and  (ii) could reasonably be expected to  result  in  the
confiscation  or  forfeiture  of  any  material  portion  of  the
Collateral;

          (o)  for any reason other than the failure of the Agent
to  take any action available to it to maintain perfection of the
Agent's  Liens, pursuant to the Loan Documents, any Loan Document
ceases to be in full force and effect or any Lien with respect to
any  material  portion of the Collateral intended to  be  secured
thereby  ceases to be, or is not, valid, perfected and  prior  to
all  other  Liens (other than Permitted Liens) or is  terminated,
revoked or declared void;

          (p)   an  ERISA  Event shall occur with  respect  to  a
Pension  Plan or Multi-employer Plan which has resulted or  could
reasonably  be  expected to result in liability of  the  Borrower
under Title IV of ERISA to the Pension Plan, Multi-employer  Plan
or  the  PBGC in an aggregate amount in excess of $100,000;  (ii)
the  aggregate  amount of Unfunded Pension  Liability  among  all
Pension Plans at any time exceeds $100,000; or (iii) the Borrower
or  any  ERISA  Affiliate shall fail to pay when due,  after  the
expiration  of  any  applicable  grace  period,  any  installment
payment  with  respect to its withdrawal liability under  Section
4201  of ERISA under a Multi-employer Plan in an aggregate amount
in excess of $100,000;

          (q)  Peter L. Vosotas at any time fails to own at least
twenty-five  percent  (25%)  of  the  voting  stock  of  Nicholas
Financial,  Inc. ("Parent") or that Parent at any time  fails  to
own  all of the issued and outstanding stock of Borrower, or that
Peter L. Vosotas at any time fails to control the Borrower; or

          (r)  the Borrower's Collateral Adjustment Percent is at
any time greater than twenty-one percent (21%).

     11.2 Remedies.

         (a)   If  a  Default or an Event of Default exists,  the
Agent may, in its discretion, and shall, at the direction of  the
Majority Lenders, do one or more of the following at any time  or
times  and  in  any  order, without notice to or  demand  on  the
Borrower:  (i) reduce the Maximum Revolver Amount, or the advance
rates  against Eligible Contracts used in computing the Borrowing
Base,  or  reduce   one  or more of the other  elements  used  in
computing the Borrowing Base; and (ii) restrict the amount of  or
refuse  to make Revolving Loans.  If an Event of Default  exists,
the  Agent   shall, at the direction of the Majority Lenders,  do
one  or  more  of  the  following, in  addition  to  the  actions
described in the preceding sentence, at any time or times and  in
any  order,  without notice to or demand on  the  Borrower:   (A)
terminate the Commitments and this Agreement; (B) declare any  or
all  Obligations  to  be immediately due and  payable;  provided,
however,  that  upon  the  occurrence of  any  Event  of  Default
described in Sections 11.1(e), 11.1(f), 11.1(g), or 11.1(h),  the
Commitments  shall automatically and immediately expire  and  all
Obligations  shall  automatically  become  immediately  due   and
payable without notice or demand of any kind; and (C) pursue  its
other rights and remedies under the Loan Documents and applicable
law.

<PAGE> 62

          (b)   If  an  Event  of  Default has  occurred  and  is
continuing:   (i)  the Agent shall have for the  benefit  of  the
Lenders,  in  addition to all other rights of the Agent  and  the
Lenders,  the  rights and remedies of a secured party  under  the
UCC;  (ii)  the  Agent may, at any time, take possession  of  the
Collateral and keep it on the Borrower's premises, at no cost  to
the  Agent or any Lender, or remove any part of it to such  other
place  or places as the Agent may desire, or the Borrower  shall,
upon  the  Agent's demand, at the Borrower's cost,  assemble  the
Collateral  and  make  it  available to  the  Agent  at  a  place
reasonably convenient to the Agent; and (iii) the Agent may  sell
and  deliver any Collateral at public or private sales, for cash,
upon  credit or otherwise, at such prices and upon such terms  as
the  Agent deems advisable, in its sole discretion, and  may,  if
the  Agent deems it reasonable, postpone or adjourn any  sale  of
the  Collateral by an announcement at the time and place of  sale
or  of  such  postponed or adjourned sale without  giving  a  new
notice of sale.  Without in any way requiring notice to be  given
in  the following manner, the Borrower agrees that any notice  by
the Agent of sale, disposition or other intended action hereunder
or  in  connection  herewith, whether  required  by  the  UCC  or
otherwise, shall constitute reasonable notice to the Borrower  if
such  notice  is mailed by registered or certified  mail,  return
receipt  requested,  postage prepaid, or is delivered  personally
against  receipt, at least five (5) Business Days prior  to  such
action  to  the  Borrower's address specified in or  pursuant  to
Section  15.8.   If  any Collateral is sold on terms  other  than
payment  in  full at the time of sale, no credit shall  be  given
against  the  Obligations until the Agent or the Lenders  receive
payment,  and  if the buyer defaults in payment,  the  Agent  may
resell the Collateral without further notice to the Borrower.  In
the  event  the  Agent seeks to take possession  of  all  or  any
portion  of  the  Collateral by judicial  process,  the  Borrower
irrevocably  waives:   (A) the posting of  any  bond,  surety  or
security  with respect thereto which might otherwise be required;
(B)  any demand for possession prior to the commencement  of  any
suit or action to recover the Collateral; and (C) any requirement
that  the  Agent  retain  possession  and  not  dispose  of   any
Collateral  until  after trial or final judgment.   The  Borrower
agrees that the Agent has no obligation to preserve rights to the
Collateral  or  marshal any Collateral for  the  benefit  of  any
Person.  The Agent is hereby granted a license or other right  to
use,  without charge, the Borrower's labels, patents, copyrights,
name,  trade  secrets, trade names, trademarks,  and  advertising
matter,  or  any  similar property, in completing production  of,
advertising or selling any Collateral, and the Borrower's  rights
under  all licenses and all franchise agreements shall  inure  to
the Agent's benefit for such purpose.  The proceeds of sale shall
be  applied  first to all expenses of sale, including  attorneys'
fees,  and  then to the Obligations.  The Agent will  return  any
excess  to the Borrower and the Borrower shall remain liable  for
any deficiency.

          (c)  If an Event of Default occurs, the Borrower hereby
waives all rights to notice and hearing prior to the exercise  by
the  Agent  of  the  Agent's rights to repossess  the  Collateral
without  judicial process or to reply, attach or  levy  upon  the
Collateral without notice or hearing.

<PAGE> 63


                          ARTICLE 12


                      TERM AND TERMINATION

     12.1 Term and Termination.

         The  term  of  this Agreement shall end  on  the  Stated
Termination  Date.   The Agent upon direction from  the  Majority
Lenders  may  terminate this Agreement without  notice  upon  the
occurrence  of an Event of Default.  Upon the effective  date  of
termination  of  this  Agreement for any reason  whatsoever,  all
Obligations (including all unpaid principal, accrued  and  unpaid
interest  and  any  early  termination  or  prepayment  fees   or
penalties)   shall   become   immediately   due   and    payable.
Notwithstanding  the  termination of this  Agreement,  until  all
Obligations are indefeasibly paid and performed in full in  cash,
the  Borrower  shall remain bound by the terms of this  Agreement
and  shall  not be relieved of any of its Obligations  hereunder,
and  the Agent and the Lenders shall retain all their rights  and
remedies  hereunder  or under any other Loan Document  (including
the  Agent's Liens in and all rights and remedies with respect to
all then existing and after-arising Collateral).



                           ARTICLE 13

  AMENDMENTS; WAIVERS; PARTICIPATIONS; ASSIGNMENTS; SUCCESSORS

     13.1 Amendments and Waivers.

        No amendment or waiver of any provision of this Agreement
or  any  other Loan Document, and no consent with respect to  any
departure  by  the Borrower therefrom, shall be effective  unless
the  same shall be in writing and signed by the Majority  Lenders
(or  by the Agent at the written request of the Majority Lenders)
and  the  Borrower and then any such waiver or consent  shall  be
effective  only  in the specific instance and  for  the  specific
purpose  for which given; provided, however, that no such waiver,
amendment, or consent shall, unless in writing and signed by  all
the  Lenders and the Borrower and acknowledged by the  Agent,  do
any of the following:

          (a)  increase or extend the Commitment of any Lender;

          (b)  postpone or delay any date fixed by this Agreement
or  any  other  Loan  Document  for  any  payment  of  principal,
interest,  fees or other amounts due to the Lenders  (or  any  of
them) hereunder or under any other Loan Document;

          (c)   reduce the principal of, or the rate of  interest
specified  herein  on  any Loan, or any  fees  or  other  amounts
payable hereunder or under any other Loan Document;

          (d)  change the percentage of the Commitments or of the
aggregate unpaid principal amount of the Loans which is  required
for the Lenders or any of them to take any action hereunder;

          (e)   increase any of the percentages set forth in  the
definition of the Borrowing Base;

          (f)   amend  this  Section or  any  provision  of  this
Agreement providing for consent or other action by all Lenders;

<PAGE> 64

          (g)   release  Collateral other than  as  permitted  by
Section 14.12 or release any Guaranty of the Obligations;

          (h)   change  the definitions of "Majority Lenders"  or
"Required Lenders"; or

          (i)  increase the Maximum Revolver Amount.

     13.2 Assignments; Participations.

          (a)   Any Lender may, with the written consent  of  the
Agent  (which consent shall not be unreasonably withheld), assign
and delegate to one or more Eligible Assignees (provided that  no
consent  of  the Agent shall be required in connection  with  any
assignment  and  delegation by a Lender to an Affiliate  of  such
Lender) (each an "Assignee") all, or any ratable part of all,  of
the  Loans,  the Commitments and the other rights and obligations
of  such  Lender  hereunder, in a minimum  amount  of  $5,000,000
(provided  that,  unless  an assignor  Lender  has  assigned  and
delegated  all  of its Loans and Commitments, no such  assignment
and/or  delegation shall be permitted unless, after giving effect
thereto,  such assignor Lender retains a Commitment in a  minimum
amount  of $5,000,000); provided, however, that the Borrower  and
the  Agent  may  continue to deal solely and directly  with  such
Lender in connection with the interest so assigned to an Assignee
until  (i)  written  notice  of such  assignment,  together  with
payment  instructions,  addresses and  related  information  with
respect  to  the Assignee, shall have been given to the  Borrower
and  the Agent by such Lender and the Assignee; (ii) such  Lender
and  its  Assignee shall have delivered to the Borrower  and  the
Agent  an  Assignment and Acceptance in the  form  of  Exhibit  F
("Assignment  and Acceptance") [together with any note  or  notes
subject  to  such  assignment] and (iii) the assignor  Lender  or
Assignee has paid to the Agent a processing fee in the amount  of
$3,000.

          (b)   From  and after the date that the Agent  notifies
the  assignor Lender that it has received an executed  Assignment
and  Acceptance  and  payment of the above-referenced  processing
fee, (i) the Assignee thereunder shall be a party hereto and,  to
the  extent that rights and obligations have been assigned to  it
pursuant to such Assignment and Acceptance, shall have the rights
and  obligations of a Lender under the Loan Documents,  and  (ii)
the  assignor  Lender  shall,  to  the  extent  that  rights  and
obligations  hereunder and under the other  Loan  Documents  have
been  assigned by it pursuant to such Assignment and  Acceptance,
relinquish its rights and be released from its obligations  under
this  Agreement (and in the case of an Assignment and  Acceptance
covering  all  or the remaining portion of an assigning  Lender's
rights  and  obligations under this Agreement, such Lender  shall
cease to be a party hereto).

          (c)   By  executing  and delivering an  Assignment  and
Acceptance,  the  assigning Lender thereunder  and  the  Assignee
thereunder  confirm to and agree with each other  and  the  other
parties  hereto as follows:  (i) other than as provided  in  such
Assignment  and  Acceptance,  such  assigning  Lender  makes   no
representation  or  warranty and assumes no  responsibility  with
respect to any statements, warranties or representations made  in
or  in connection with this Agreement or the execution, legality,
validity,  enforceability, genuineness, sufficiency or  value  of
this  Agreement  or  any other Loan Document  furnished  pursuant
hereto  or  the attachment, perfection, or priority of  any  Lien
granted  by  the  Borrower to the Agent  or  any  Lender  in  the
Collateral; (ii) such assigning Lender makes no representation or
warranty  and  assumes  no responsibility  with  respect  to  the
financial  condition  of  the  Borrower  or  the  performance  or
observance  by the Borrower of any of its obligations under  this
Agreement  or any other Loan Document furnished pursuant  hereto;
(iii) such Assignee confirms that it has received a copy of  this
Agreement, together with such other documents and information  as
it  has  deemed appropriate to make its own credit  analysis  and
decision to enter into such Assignment and Acceptance; (iv)  such
Assignee will, independently and without reliance upon the Agent,
such  assigning  Lender or any other Lender, and  based  on  such
documents  and  information as it shall deem appropriate  at  the
time, continue to make its own credit decisions in taking or  not
taking  action  under this Agreement; (v) such Assignee  appoints
and  authorizes  the Agent to take such action as  agent  on  its
behalf  and to exercise such powers under this Agreement  as  are
delegated  to the Agent by the terms hereof, together  with  such
powers, including the discretionary rights and incidental  power,
as  are  reasonably  incidental thereto; and (vi)  such  Assignee
agrees that it will perform in accordance with their terms all of
the obligations which by the terms of this Agreement are required
to be performed by it as a Lender.

<PAGE> 65

          (d)   Immediately upon satisfaction of the requirements
of  Section 13.2(a), this Agreement shall be deemed to be amended
to  the extent, but only to the extent, necessary to reflect  the
addition  of  the  Assignee and the resulting adjustment  of  the
Commitments arising therefrom. The Commitment allocated  to  each
Assignee  shall  reduce such Commitments of the assigning  Lender
pro tanto.

          (e)   Any  Lender may at any time sell to one  or  more
commercial  banks, financial institutions, or other  Persons  not
Affiliates   of  the  Borrower  (a  "Participant")  participating
interests  in  any Loans, the Commitment of that Lender  and  the
other   interests  of  that  Lender  (the  "originating  Lender")
hereunder and under the other Loan Documents; provided,  however,
that   (i)  the  originating  Lender's  obligations  under   this
Agreement  shall  remain unchanged, (ii) the  originating  Lender
shall  remain  solely  responsible for the  performance  of  such
obligations, (iii) the Borrower and the Agent shall  continue  to
deal   solely  and  directly  with  the  originating  Lender   in
connection  with the originating Lender's rights and  obligations
under  this Agreement and the other Loan Documents, and  (iv)  no
Lender  shall transfer or grant any participating interest  under
which the Participant has rights to approve any amendment to,  or
any  consent  or  waiver with respect to, this Agreement  or  any
other  Loan  Document,  and all amounts payable by  the  Borrower
hereunder shall be determined as if such Lender had not sold such
participation;  except  that, if amounts outstanding  under  this
Agreement  are  due and unpaid, or shall have  been  declared  or
shall have become due and payable upon the occurrence of an Event
of Default, each Participant shall be deemed to have the right of
set-off in respect of its participating interest in amounts owing
under  this Agreement to the same extent and subject to the  same
limitation  as  if the amount of its participating interest  were
owing directly to it as a Lender under this Agreement.

          (f)    Notwithstanding  any  other  provision  in  this
Agreement, any Lender may at any time create a security  interest
in,  or  pledge,  all  or any portion of  its  rights  under  and
interest  in this Agreement in favor of any Federal Reserve  Bank
in  accordance  with  Regulation A of the FRB  or  U.S.  Treasury
Regulation  31  CFR  203.14, and such Federal  Reserve  Bank  may
enforce  such pledge or security interest in any manner permitted
under applicable law.

<PAGE> 66


                           ARTICLE 14

                            THE AGENT

     14.1 Appointment and Authorization.

         Each  Lender hereby designates and appoints Bank as  its
Agent under this Agreement and the other Loan Documents and  each
Lender  hereby  irrevocably authorizes the  Agent  to  take  such
action  on its behalf under the provisions of this Agreement  and
each  other Loan Document and to exercise such powers and perform
such duties as are expressly delegated to it by the terms of this
Agreement  or any other Loan Document, together with such  powers
as are reasonably incidental thereto.  The Agent agrees to act as
such on the express conditions contained in this Article 14.  The
provisions of this Article 14 are solely for the benefit  of  the
Agent and the Lenders and the Borrower shall have no rights as  a
third  party  beneficiary  of  any of  the  provisions  contained
herein.   Notwithstanding any provision to the contrary contained
elsewhere  in  this Agreement or in any other Loan Document,  the
Agent shall not have any duties or responsibilities, except those
expressly set forth herein, nor shall the Agent have or be deemed
to  have  any  fiduciary relationship with  any  Lender,  and  no
implied    covenants,   functions,   responsibilities,    duties,
obligations  or liabilities shall be read into this Agreement  or
any  other  Loan Document or otherwise exist against  the  Agent.
Without  limiting the generality of the foregoing  sentence,  the
use  of the term "agent" in this Agreement with reference to  the
Agent  is not intended to connote any fiduciary or other  implied
(or  express)  obligations arising under agency doctrine  of  any
applicable law.  Instead, such term is used merely as a matter of
market  custom,  and  is intended to create or  reflect  only  an
administrative   relationship  between  independent   contracting
parties.   Except  as  expressly  otherwise  provided   in   this
Agreement,  the Agent shall have and may use its sole  discretion
with  respect  to  exercising or refraining from  exercising  any
discretionary  rights  or taking or refraining  from  taking  any
actions  which the Agent is expressly entitled to take or  assert
under this Agreement and the other Loan Documents, including  (a)
the  determination of the applicability of ineligibility criteria
with  respect to the calculation of the Borrowing Base,  (b)  the
making of Agent Advances pursuant to Section 2.2(i), and (c)  the
exercise of remedies pursuant to Section 11.2, and any action  so
taken or not taken shall be deemed consented to by the Lenders.

     14.2 Delegation of Duties.

         The  Agent  may  execute any of its  duties  under  this
Agreement  or  any  other Loan Document  by  or  through  agents,
employees or attorneys-in-fact and shall be entitled to advice of
counsel  concerning all matters pertaining to such  duties.   The
Agent  shall not be responsible for the negligence or  misconduct
of  any agent or attorney-in-fact that it selects as long as such
selection   was   made  without  gross  negligence   or   willful
misconduct.

     14.3 Liability of Agent.

        None of the Agent-Related Persons shall (i) be liable for
any  action taken or omitted to be taken by any of them under  or
in  connection with this Agreement or any other Loan Document  or
the  transactions contemplated hereby (except for its  own  gross
negligence or willful misconduct), or (ii) be responsible in  any
manner  to  any  of  the  Lenders  for  any  recital,  statement,
representation or warranty made by the Borrower or any Subsidiary
or  Affiliate of the Borrower, or any officer thereof,  contained
in  this  Agreement  or in any other Loan  Document,  or  in  any
certificate, report, statement or other document referred  to  or
provided  for in, or received by the Agent under or in connection
with, this Agreement or any other Loan Document, or the validity,
effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document, or for any failure  of  the
Borrower  or any other party to any Loan Document to perform  its
obligations  hereunder  or thereunder.  No  Agent-Related  Person
shall  be under any obligation to any Lender to ascertain  or  to
inquire  as  to  the  observance or performance  of  any  of  the
agreements contained in, or conditions of, this Agreement or  any
other  Loan  Document,  or to inspect the  properties,  books  or
records of the Borrower or any of the Borrower's Subsidiaries  or
Affiliates.

<PAGE> 67

     14.4 Reliance by Agent.

        The  Agent shall be entitled to rely, and shall be  fully
protected  in  relying,  upon  any writing,  resolution,  notice,
consent,  certificate,  affidavit, letter,  telegram,  facsimile,
telex  or  telephone  message, statement  or  other  document  or
conversation believed by it to be genuine and correct and to have
been  signed,  sent or made by the proper Person or Persons,  and
upon advice and statements of legal counsel (including counsel to
the Borrower), independent accountants and other experts selected
by  the  Agent. The Agent shall be fully justified in failing  or
refusing  to  take any action under this Agreement or  any  other
Loan  Document  unless  it shall first  receive  such  advice  or
concurrence of the Majority Lenders as it deems appropriate  and,
if  it  so  requests,  it  shall  first  be  indemnified  to  its
satisfaction  by  the Lenders against any and all  liability  and
expense  which  may  be incurred by it by  reason  of  taking  or
continuing to take any such action.  The Agent shall in all cases
be fully protected in acting, or in refraining from acting, under
this  Agreement or any other Loan Document in accordance  with  a
request or consent of the Majority Lenders (or all Lenders if  so
required  by Section 13.1) and such request and any action  taken
or  failure to act pursuant thereto shall be binding upon all  of
the Lenders.

     14.5 Notice of Default.

        The Agent shall not be deemed to have knowledge or notice
of  the occurrence of any Default or Event of Default, unless the
Agent  shall  have received written notice from a Lender  or  the
Borrower referring to this Agreement, describing such Default  or
Event  of  Default and stating that such notice is a  "notice  of
default."   The Agent will notify the Lenders of its  receipt  of
any  such notice.  The Agent shall take such action with  respect
to  such Default or Event of Default as may be requested  by  the
Majority   Lenders  in  accordance  with  Section  11;  provided,
however,  that unless and until the Agent has received  any  such
request, the Agent may (but shall not be obligated to) take  such
action, or refrain from taking such action, with respect to  such
Default or Event of Default as it shall deem advisable.

     14.6 Credit Decision.

         Each  Lender acknowledges that none of the Agent-Related
Persons  has made any representation or warranty to it, and  that
no  act  by the Agent hereinafter taken, including any review  of
the  affairs of the Borrower and its Affiliates, shall be  deemed
to constitute any representation or warranty by any Agent-Related
Person  to any Lender.  Each Lender represents to the Agent  that
it has, independently and without reliance upon any Agent-Related
Person  and  based on such documents and information  as  it  has
deemed  appropriate, made its own appraisal of and  investigation
into the business, prospects, operations, property, financial and
other  condition  and creditworthiness of the  Borrower  and  its
Affiliates,  and all applicable bank regulatory laws relating  to
the  transactions contemplated hereby, and made its own  decision
to  enter  into  this  Agreement and  to  extend  credit  to  the
Borrower.    Each   Lender   also  represents   that   it   will,
independently and without reliance upon any Agent-Related  Person
and  based  on  such documents and information as it  shall  deem
appropriate  at  the  time,  continue  to  make  its  own  credit
analysis, appraisals and decisions in taking or not taking action
under  this Agreement and the other Loan Documents, and  to  make
such investigations as it deems necessary to inform itself as  to
the  business,  prospects, operations,  property,  financial  and
other condition and creditworthiness of the Borrower.  Except for
notices, reports and other documents expressly herein required to
be  furnished  to the Lenders by the Agent, the Agent  shall  not
have  any  duty or responsibility to provide any Lender with  any
credit  or  other information concerning the business, prospects,
operations,   property,   financial  and   other   condition   or
creditworthiness  of  the  Borrower  which  may  come  into   the
possession of any of the Agent-Related Persons.

<PAGE> 68

     14.7 Indemnification.

         Whether or not the transactions contemplated hereby  are
consummated,  the  Lenders  shall  indemnify  upon   demand   the
Agent-Related  Persons (to the extent not  reimbursed  by  or  on
behalf of the Borrower and without limiting the obligation of the
Borrower  to  do  so),  pro rata, from and against  any  and  all
Indemnified Liabilities as such term is defined in Section 15.11;
provided, however, that no Lender shall be liable for the payment
to  the  Agent-Related Persons of any portion of such Indemnified
Liabilities resulting solely from such Person's gross  negligence
or willful misconduct.  Without limitation of the foregoing, each
Lender  shall  reimburse the Agent upon demand  for  its  ratable
share  of any costs or out-of-pocket expenses (including Attorney
Costs)  incurred by the Agent in connection with the preparation,
execution,  delivery, administration, modification, amendment  or
enforcement  (whether through negotiations, legal proceedings  or
otherwise)  of,  or  legal  advice  in  respect  of   rights   or
responsibilities under, this Agreement, any other Loan  Document,
or  any  document contemplated by or referred to herein,  to  the
extent that the Agent is not reimbursed for such expenses  by  or
on behalf of the Borrower.  The undertaking in this Section shall
survive  the  payment  of  all  Obligations  hereunder  and   the
resignation or replacement of the Agent.

     14.8 Agent in Individual Capacity.

         The  Bank  and its Affiliates may make loans to,  accept
deposits  from, acquire equity interests in and generally  engage
in  any  kind of banking, trust, financial advisory, underwriting
or  other  business  with the Borrower and its  Subsidiaries  and
Affiliates  as  though the Bank were not the Agent hereunder  and
without  notice  to  or  consent of  the  Lenders.   The  Lenders
acknowledge  that, pursuant to such activities, the Bank  or  its
Affiliates may receive information regarding the Borrower or  its
Affiliates   (including  information  that  may  be  subject   to
confidentiality  obligations in favor of  the  Borrower  or  such
Subsidiary) and acknowledge that the Agent and the Bank shall  be
under  no  obligation to provide such information to them.   With
respect  to  its Loans, the Bank shall have the same  rights  and
powers  under this Agreement as any other Lender and may exercise
the  same as though it were not the Agent, and the terms "Lender"
and "Lenders" include the Bank in its individual capacity.

     14.9 Successor Agent.

         The Agent may resign as Agent upon 30 days notice to the
Lenders  and the Borrower, such resignation to be effective  upon
the  acceptance of a successor agent to its appointment as Agent.
In  the  event the Bank sells all of its Commitment and Revolving
Loans  as  part of a sale, transfer or other disposition  by  the
Bank  of substantially all of its loan portfolio, the Bank  shall
resign as Agent and such purchaser or transferee shall become the
successor  Agent  hereunder.  If the  Agent  resigns  under  this
Agreement, subject to the proviso in the preceding sentence,  the
Majority Lenders shall appoint from among the Lenders a successor
agent  for the Lenders.  If no successor agent is appointed prior
to  the effective date of the resignation of the Agent, the Agent
may  appoint, after consulting with the Lenders and the Borrower,
a successor agent from among the Lenders.  Upon the acceptance of
its  appointment  as  successor agent hereunder,  such  successor
agent  shall succeed to all the rights, powers and duties of  the
retiring  Agent  and the term "Agent" shall mean  such  successor
agent and the retiring Agent's appointment, powers and duties  as
Agent shall be terminated. After any retiring Agent's resignation
hereunder as Agent, the provisions of this Article 14 shall inure
to  its benefit as to any actions taken or omitted to be taken by
it while it was Agent under this Agreement.

<PAGE> 69

     14.10     Withholding Tax.

        (a)  If any Lender is a "foreign corporation, partnership
or  trust" within the meaning of the Code and such Lender  claims
exemption  from,  or a reduction of, U.S. withholding  tax  under
Sections 1441 or 1442 of the Code, such Lender agrees with and in
favor of the Agent, to deliver to the Agent:

               (i)  if such Lender claims an exemption from, or a
reduction  of, withholding tax under a United States  of  America
tax  treaty, properly completed IRS Forms 1001 and W-8 before the
payment of any interest in the first calendar year and before the
payment  of  any interest in each third succeeding calendar  year
during which interest may be paid under this Agreement;

               (ii)  if  such  Lender claims that  interest  paid
under  this  Agreement is exempt from United  States  of  America
withholding tax because it is effectively connected with a United
States  of America trade or business of such Lender, two properly
completed and executed copies of IRS Form 4224 before the payment
of  any  interest is due in the first taxable year of such Lender
and  in each succeeding taxable year of such Lender during  which
interest may be paid under this Agreement, and IRS Form W-9; and

               (iii)     such  other  form or  forms  as  may  be
required  under  the Code or other laws of the United  States  of
America as a condition to exemption from, or reduction of, United
States of America withholding tax.

Such Lender agrees to promptly notify the Agent of any change  in
circumstances  which would modify or render invalid  any  claimed
exemption or reduction.

          (b)   If any Lender claims exemption from, or reduction
of,  withholding tax under a United States of America tax  treaty
by providing IRS Form 1001 and such Lender sells, assigns, grants
a  participation in, or otherwise transfers all or  part  of  the
Obligations  owing to such Lender, such Lender agrees  to  notify
the  Agent of the percentage amount in which it is no longer  the
beneficial  owner of Obligations of the Borrower to such  Lender.
To  the  extent of such percentage amount, the Agent  will  treat
such Lender's IRS Form 1001 as no longer valid.

          (c)   If  any  Lender  claiming exemption  from  United
States  of  America withholding tax by filing IRS Form 4224  with
the Agent sells, assigns, grants a participation in, or otherwise
transfers  all or part of the Obligations owing to  such  Lender,
such Lender agrees to undertake sole responsibility for complying
with  the  withholding tax requirements imposed by Sections  1441
and 1442 of the Code.

          (d)   If  any Lender is entitled to a reduction in  the
applicable  withholding  tax, the Agent  may  withhold  from  any
interest  payment  to  such Lender an amount  equivalent  to  the
applicable  withholding  tax  after  taking  into  account   such
reduction.   If  the  forms  or other documentation  required  by
subsection  (a) of this Section are not delivered to  the  Agent,
then  the  Agent may withhold from any interest payment  to  such
Lender  not providing such forms or other documentation an amount
equivalent to the applicable withholding tax.

<PAGE> 70

          (e)  If the IRS or any other Governmental Authority  of
the  United  States  of America or other jurisdiction  asserts  a
claim  that the Agent did not properly withhold tax from  amounts
paid to or for the account of any Lender (because the appropriate
form  was  not delivered, was not properly executed,  or  because
such   Lender  failed  to  notify  the  Agent  of  a  change   in
circumstances which rendered the exemption from, or reduction of,
withholding tax ineffective, or for any other reason) such Lender
shall indemnify the Agent fully for all amounts paid, directly or
indirectly, by the Agent as tax or otherwise, including penalties
and interest, and including any taxes imposed by any jurisdiction
on  the amounts payable to the Agent under this Section, together
with  all  costs  and expenses (including Attorney  Costs).   The
obligation of the Lenders under this subsection shall survive the
payment of all Obligations and the resignation or replacement  of
the Agent.

     14.11     Intentionally Deleted.

     14.12     Collateral Matters.

          (a)   The  Lenders  hereby  irrevocably  authorize  the
Agent,  at its option and in its sole discretion, to release  any
Agent's Lien upon any Collateral (i) upon the termination of  the
Commitments  and payment and satisfaction in full by Borrower  of
all  Loans  and all other Obligations; (ii) constituting property
being  sold or disposed of if the Borrower certifies to the Agent
that  the sale or disposition is made in compliance with  Section
9.9 (and the Agent may rely conclusively on any such certificate,
without  further inquiry); (iii) constituting property  in  which
the  Borrower owned no interest at the time the Lien was  granted
or  at  any time thereafter; or (iv) constituting property leased
to  the  Borrower  under  a  lease  which  has  expired  or  been
terminated  in  a  transaction permitted  under  this  Agreement.
Except  as provided above, the Agent will not release any of  the
Agent's  Liens  without the prior written  authorization  of  the
Lenders; provided that the Agent may, in its discretion,  release
the  Agent's Liens on Collateral valued in the aggregate  not  in
excess  of $100,000 during any one year period without the  prior
written authorization of the Lenders.  Upon request by the  Agent
or  the Borrower at any time, the Lenders will confirm in writing
the   Agent's  authority  to  release  any  Agent's  Liens   upon
particular types or items of Collateral pursuant to this  Section
14.12.

          (b)   Upon  receipt  by the Agent of any  authorization
required  pursuant to Section 14.12(a) from the  Lenders  of  the
Agent's  authority to release any Agent's Liens  upon  particular
types or items of Collateral, and upon at least five (5) Business
Days prior written request by the Borrower,  the Agent shall (and
is  hereby irrevocably authorized by the Lenders to) execute such
documents  as  may be necessary to evidence the  release  of  the
Agent's  Liens upon such Collateral; provided, however, that  (i)
the  Agent shall not be required to execute any such document  on
terms  which, in the Agent's opinion, would expose the  Agent  to
liability  or  create  any obligation or entail  any  consequence
other  than  the  release  of  such  Liens  without  recourse  or
warranty,  and  (ii)  such  release  shall  not  in  any   manner
discharge,  affect or impair the Obligations or any Liens  (other
than those expressly being released) upon (or obligations of  the
Borrower  in respect of) all interests retained by the  Borrower,
including  the proceeds of any sale, all of which shall  continue
to constitute part of the Collateral.

          (c)   The Agent shall have no obligation whatsoever  to
any  of  the Lenders to assure that the Collateral exists  or  is
owned  by  the Borrower or is cared for, protected or insured  or
has been encumbered, or that the Agent's Liens have been properly
or  sufficiently  or  lawfully created, perfected,  protected  or
enforced  or  are  entitled  to any particular  priority,  or  to
exercise at all or in any particular manner or under any duty  of
care,  disclosure or fidelity, or to continue exercising, any  of
the  rights, authorities and powers granted or available  to  the
Agent pursuant  to any of the Loan Documents, it being understood
and  agreed  that  in  respect of the  Collateral,  or  any  act,
omission  or  event related thereto, the Agent  may  act  in  any
manner it may deem appropriate, in its sole discretion  given the
Agent's own interest in the Collateral in its capacity as one  of
the  Lenders  and  that the Agent shall have  no  other  duty  or
liability whatsoever to any Lender as to any of the foregoing.

<PAGE> 71

     14.13     Restrictions on Actions by Lenders; Sharing of
               Payments.

         (a)   Each  of  the Lenders agrees that  it  shall  not,
without the express consent of all Lenders, and that it shall, to
the extent it is lawfully entitled to do so, upon the request  of
all  Lenders, set off against the Obligations, any amounts  owing
by  such  Lender to the Borrower or any accounts of the  Borrower
now  or  hereafter  maintained with such  Lender.   Each  of  the
Lenders  further  agrees that it shall not,  unless  specifically
requested  to do so by the Agent, take or cause to be  taken  any
action to enforce its rights under this Agreement or against  the
Borrower,  including the commencement of any legal  or  equitable
proceedings, to foreclose any Lien on, or otherwise  enforce  any
security interest in, any of the Collateral.

          (b)   If  at any time or times any Lender shall receive
(i) by payment, foreclosure, setoff or otherwise, any proceeds of
Collateral or any payments with respect to the Obligations of the
Borrower  to  such  Lender arising under, or  relating  to,  this
Agreement  or  the  other Loan Documents,  except  for  any  such
proceeds  or  payments  received by such Lender  from  the  Agent
pursuant  to  the terms of this Agreement, or (ii) payments  from
the  Agent in excess of such Lender's ratable portion of all such
distributions by the Agent, such Lender shall promptly  (1)  turn
the  same  over to the Agent, in kind, and with such endorsements
as may be required to negotiate the same to the Agent, or in same
day  funds, as applicable, for the account of all of the  Lenders
and  for  application to the Obligations in accordance  with  the
applicable provisions of this Agreement, or (2) purchase, without
recourse or warranty, an undivided interest and participation  in
the  Obligations  owed to the other Lenders so that  such  excess
payment received shall be applied ratably as among the Lenders in
accordance with their Pro Rata Shares; provided, however, that if
all  or  part  of such excess payment received by the  purchasing
party  is  thereafter  recovered  from  it,  those  purchases  of
participations  shall  be  rescinded in  whole  or  in  part,  as
applicable, and the applicable portion of the purchase price paid
therefor shall be returned to such purchasing party, but  without
interest  except  to  the extent that such  purchasing  party  is
required to pay interest in connection with the recovery  of  the
excess payment.

     14.14     Agency for Perfection.

         Each  Lender hereby appoints each other Lender as  agent
for  the purpose of perfecting the Lenders' security interest  in
assets  which,  in accordance with Article 9 of the  UCC  can  be
perfected only by possession.  Should any Lender (other than  the
Agent)  obtain  possession of any such  Collateral,  such  Lender
shall  notify the Agent thereof, and, promptly upon  the  Agent's
request therefor shall deliver such Collateral to the Agent or in
accordance with the Agent's instructions.

     14.15     Payments by Agent to Lenders.

         All  payments  to be made by the Agent  to  the  Lenders
shall  be  made  by  bank wire transfer or internal  transfer  of
immediately  available  funds to each  Lender  pursuant  to  wire
transfer  instructions delivered in writing to the  Agent  on  or
prior  to the Closing Date (or if such Lender is an Assignee,  on
the  applicable Assignment and Acceptance), or pursuant  to  such
other wire transfer instructions as each party may designate  for
itself  by  written notice to the Agent.  Concurrently with  each
such  payment, the Agent shall identify whether such payment  (or
any portion thereof) represents principal, premium or interest on
the Revolving Loans, or otherwise.

<PAGE> 72

     14.16      Concerning  the Collateral and the  Related  Loan
                Documents.

         Each  Lender authorizes and directs the Agent  to  enter
into this Agreement and the other Loan Documents, for the ratable
benefit and obligation of the Agent and the Lenders.  Each Lender
agrees  that any action taken by the Agent, Majority  Lenders  or
Required Lenders, as applicable, in accordance with the terms  of
this  Agreement or the other Loan Documents, and the exercise  by
the  Agent,  the  Majority Lenders, or the Required  Lenders,  as
applicable,  of  their  respective powers set  forth  therein  or
herein,  together  with  such other powers  that  are  reasonably
incidental thereto, shall be binding upon all of the Lenders.

     14.17     Field Audit and Examination Reports; Disclaimer by
               Lenders.

        By signing this Agreement, each Lender:

          (a)  is deemed to have requested that the Agent furnish
such  Lender, promptly after it becomes available, a copy of each
field   audit   or  examination  report  (each  a  "Report"   and
collectively, "Reports") prepared by the Agent;

          (b)  expressly agrees and acknowledges that neither the
Bank nor the Agent (i) makes any representation or warranty as to
the  accuracy  of  any Report, or (ii) shall be  liable  for  any
information contained in any Report;

          (c)  expressly agrees and acknowledges that the Reports
are  not comprehensive audits or examinations, that the Agent  or
the  Bank or other party performing any audit or examination will
inspect only specific information regarding the Borrower and will
rely significantly upon the Borrower's books and records, as well
as on representations of the Borrower's personnel;

          (d)   agrees  to  keep  all  Reports  confidential  and
strictly  for its internal use, and not to distribute  except  to
its participants, or use any Report in any other manner; and

          (e)   without  limiting  the generality  of  any  other
indemnification  provision contained in this  Agreement,  agrees:
(i)  to  hold  the  Agent and any such other Lender  preparing  a
Report harmless from any action the indemnifying Lender may  take
or  conclusion the indemnifying Lender may reach or draw from any
Report   in   connection   with  any  loans   or   other   credit
accommodations that the indemnifying Lender has made or may  make
to  the Borrower, or the indemnifying Lender's participation  in,
or  the indemnifying Lender's purchase of, a loan or loans of the
Borrower; and (ii) to pay and protect, and indemnify, defend  and
hold  the  Agent  and  any such other Lender preparing  a  Report
harmless  from  and  against, the claims,  actions,  proceedings,
damages,  costs,  expenses and other amounts (including  Attorney
Costs)  incurred by the Agent and any such other Lender preparing
a  Report  as the direct or indirect result of any third  parties
who   might  obtain  all  or  part  of  any  Report  through  the
indemnifying Lender.

<PAGE> 73

     14.18     Relation Among Lenders.

         The  Lenders  are not partners or co-venturers,  and  no
Lender  shall be liable for the acts or omissions of, or  (except
as otherwise set forth herein in case of the Agent) authorized to
act for, any other Lender.



                           ARTICLE 15

                          MISCELLANEOUS

     15.1 No Waivers; Cumulative Remedies.

         No  failure  by the Agent or any Lender to exercise  any
right,  remedy, or option under this Agreement or any present  or
future  supplement thereto, or in any other agreement between  or
among  the Borrower and the Agent and/or any Lender, or delay  by
the Agent or any Lender in exercising the same, will operate as a
waiver  thereof.  No waiver by the Agent or any  Lender  will  be
effective  unless it is in writing, and then only to  the  extent
specifically  stated.  No waiver by the Agent or the  Lenders  on
any  occasion  shall  affect or diminish  the  Agent's  and  each
Lender's rights thereafter to require strict performance  by  the
Borrower of any provision of this Agreement.  The Agent  and  the
Lenders  may proceed directly to collect the Obligations  without
any  prior  recourse  to the Collateral.  The  Agent's  and  each
Lender's rights under this Agreement will be cumulative  and  not
exclusive  of  any other right or remedy which the Agent  or  any
Lender may have.

     15.2 Severability.

         The  illegality or unenforceability of any provision  of
this  Agreement  or  any  Loan  Document  or  any  instrument  or
agreement  required  hereunder shall not in  any  way  affect  or
impair the legality or enforceability of the remaining provisions
of  this  Agreement  or  any  instrument  or  agreement  required
hereunder.

     15.3 Governing Law; Choice of Forum; Service of Process.

         (a)   THIS AGREEMENT SHALL BE INTERPRETED AND THE RIGHTS
AND  LIABILITIES OF THE PARTIES HERETO DETERMINED  IN  ACCORDANCE
WITH  THE  INTERNAL  LAWS (AS OPPOSED TO  THE  CONFLICT  OF  LAWS
PROVISIONS  PROVIDED  THAT  PERFECTION  ISSUES  WITH  RESPECT  TO
ARTICLE  9  OF  THE UCC MAY GIVE EFFECT TO APPLICABLE  CHOICE  OR
CONFLICT OF LAW RULES SET FORTH IN ARTICLE 9 OF THE UCC)  OF  THE
STATE  OF NEW YORK; PROVIDED THAT THE AGENT AND THE LENDERS SHALL
RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

          (b)   ANY  LEGAL ACTION OR PROCEEDING WITH  RESPECT  TO
THIS  AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN  THE
COURTS  OF  THE  STATE  OF NEW YORK OR OF THE  UNITED  STATES  OF
AMERICA  FOR THE SOUTHERN DISTRICT OF NEW YORK, AND BY  EXECUTION
AND  DELIVERY OF THIS AGREEMENT, EACH OF THE BORROWER, THE  AGENT
AND  THE  LENDERS  CONSENTS, FOR ITSELF AND  IN  RESPECT  OF  ITS
PROPERTY,  TO  THE  NON-EXCLUSIVE JURISDICTION OF  THOSE  COURTS.
EACH  OF  THE  BORROWER,  THE AGENT AND THE  LENDERS  IRREVOCABLY
WAIVES  ANY OBJECTION, INCLUDING ANY OBJECTION TO THE  LAYING  OF
VENUE  OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH  IT
MAY  NOW  OR  HEREAFTER HAVE TO THE BRINGING  OF  ANY  ACTION  OR
PROCEEDING  IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT  OR
ANY DOCUMENT RELATED HERETO.  NOTWITHSTANDING THE FOREGOING:  (1)
THE  AGENT  AND  THE LENDERS SHALL HAVE THE RIGHT  TO  BRING  ANY
ACTION OR PROCEEDING AGAINST THE BORROWER OR ITS PROPERTY IN  THE
COURTS  OF  ANY OTHER JURISDICTION THE AGENT OR THE LENDERS  DEEM
NECESSARY OR APPROPRIATE IN ORDER TO REALIZE ON THE COLLATERAL OR
OTHER  SECURITY FOR THE OBLIGATIONS AND (2) EACH OF  THE  PARTIES
HERETO ACKNOWLEDGES THAT ANY APPEALS FROM THE COURTS DESCRIBED IN
THE  IMMEDIATELY PRECEDING SENTENCE MAY HAVE TO  BE  HEARD  BY  A
COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

<PAGE> 74

          (c)  THE BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY
AND  ALL  PROCESS UPON IT AND CONSENTS THAT ALL SUCH  SERVICE  OF
PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED)
DIRECTED TO THE BORROWER AT ITS ADDRESS SET FORTH IN SECTION 15.8
AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5) DAYS
AFTER  THE  SAME SHALL HAVE BEEN SO DEPOSITED IN THE  U.S.  MAILS
POSTAGE PREPAID.  NOTHING CONTAINED HEREIN SHALL AFFECT THE RIGHT
OF  AGENT  OR  THE LENDERS TO SERVE LEGAL PROCESS  BY  ANY  OTHER
MANNER PERMITTED BY LAW.

     15.4 WAIVER OF JURY TRIAL.

        THE  BORROWER, THE LENDERS AND THE AGENT EACH IRREVOCABLY
WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM  OR
CAUSE  OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO  THIS
AGREEMENT,   THE  OTHER  LOAN  DOCUMENTS,  OR  THE   TRANSACTIONS
CONTEMPLATED  HEREBY  OR THEREBY, IN ANY  ACTION,  PROCEEDING  OR
OTHER  LITIGATION  OF  ANY TYPE BROUGHT BY  ANY  OF  THE  PARTIES
AGAINST  ANY OTHER PARTY OR ANY AGENT-RELATED PERSON, PARTICIPANT
OR  ASSIGNEE,  WHETHER  WITH RESPECT  TO  CONTRACT  CLAIMS,  TORT
CLAIMS,  OR OTHERWISE.  THE BORROWER, THE LENDERS AND  THE  AGENT
EACH  AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED
BY A COURT TRIAL WITHOUT A JURY.  WITHOUT LIMITING THE FOREGOING,
THE  PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL
BY  JURY IS WAIVED BY OPERATION OF THIS SECTION AS TO ANY ACTION,
COUNTERCLAIM  OR OTHER PROCEEDING WHICH SEEKS,  IN  WHOLE  OR  IN
PART,  TO  CHALLENGE  THE  VALIDITY  OR  ENFORCEABILITY  OF  THIS
AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF  OR
THEREOF.   THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT  AMENDMENTS,
RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT AND  THE
OTHER LOAN DOCUMENTS.

     15.5 Survival of Representations and Warranties.

         All  of  the  Borrower's representations and  warranties
contained   in  this  Agreement  shall  survive  the   execution,
delivery,  and acceptance thereof by the parties, notwithstanding
any investigation by the Agent or the Lenders or their respective
agents.

     15.6 Other Security and Guaranties.

         The  Agent,  may, without notice or demand  and  without
affecting  the  Borrower's obligations hereunder,  from  time  to
time:   (a) take from any Person and hold collateral (other  than
the  Collateral)  for  the payment of all  or  any  part  of  the
Obligations  and exchange, enforce or release such collateral  or
any  part  thereof;  and (b) accept and hold any  endorsement  or
guaranty  of  payment of all or any part of the  Obligations  and
release  or  substitute any such endorser or  guarantor,  or  any
Person who has given any Lien in any other collateral as security
for  the  payment of all or any part of the Obligations,  or  any
other  Person in any way obligated to pay all or any part of  the
Obligations.

<PAGE> 75

     15.7 Fees and Expenses.

        The Borrower agrees to pay to the Agent, for its benefit,
on  demand, all costs and expenses that Agent pays or  incurs  in
connection   with  the  negotiation,  preparation,   syndication,
consummation,  administration, enforcement,  and  termination  of
this Agreement or any of the other Loan Documents, including: (a)
Attorney Costs; (b) costs and expenses (including attorneys'  and
paralegals'   fees   and  disbursements)   for   any   amendment,
supplement, waiver, consent, or subsequent closing in  connection
with   the  Loan  Documents  and  the  transactions  contemplated
thereby;  (c)  costs and expenses of lien and title searches  and
title   insurance;  (d)  taxes  and  fees  for  filing  financing
statements  and  continuations, and  other  actions  to  perfect,
protect,  and  continue the Agent's Liens  (including  costs  and
expenses  paid  or incurred by the Agent in connection  with  the
consummation of Agreement); (e) sums paid or incurred to pay  any
amount or take any action required of the Borrower under the Loan
Documents  that the Borrower fails to pay or take; (f) costs  and
expenses of forwarding loan proceeds, collecting checks and other
items  of  payment,  and  establishing  and  maintaining  Payment
Accounts and lock boxes; (g) costs and expenses of preserving and
protecting  the Collateral; and (h) costs and expenses (including
Attorneys'  Costs)  paid or incurred to  obtain  payment  of  the
Obligations, enforce the Agent's Liens, sell or otherwise realize
upon the Collateral, and otherwise enforce the provisions of  the
Loan  Documents,  or  to  defend any claims  made  or  threatened
against  the  Agent or any Lender arising out of the transactions
contemplated    hereby   (including    preparations    for    and
consultations concerning any such matters).  Notwithstanding  the
foregoing, Agent agrees that no Attorney Costs will be charged to
the  Borrower  in connection with the closing of  the  Agreement,
other  than the Documentation Fee set forth in Section 3.6.   The
foregoing shall not be construed to limit any other provisions of
the Loan Documents regarding costs and expenses to be paid by the
Borrower.   All  of  the foregoing costs and  expenses  shall  be
charged  to  the  Borrower's Loan Account as Revolving  Loans  as
described in Section 4.7.

     15.8 Notices.

        Except as otherwise provided herein, all notices, demands
and  requests that any party is required or elects to give to any
other  shall  be  in  writing, or by a telecommunications  device
capable  of creating a written record, and any such notice  shall
become  effective (a) upon personal delivery thereof,  including,
but  not  limited  to,  delivery by overnight  mail  and  courier
service,  (b)  four (4) days after it shall have been  mailed  by
United  States  mail, first class, certified or registered,  with
postage  prepaid,  or  (c)  in the  case  of  notice  by  such  a
telecommunications  device, when properly  transmitted,  in  each
case addressed to the party to be notified as follows:

          If to the Agent or to the Bank:

               Bank of America, N.A.
               335 Madison Avenue, 6th Floor
               New York, NY  10017
               Attention:  James Smith
               Telecopy No.:  212-836-5027


<PAGE> 76

          If to the Borrower:

               Nicholas Financial, Inc.
               2454 McMullen Booth Road
               Building C, #501B
               Clearwater, FL  33759-1340

or  to  such other address as each party may designate for itself
by  like  notice.  Failure or delay in delivering copies  of  any
notice, demand, request, consent, approval, declaration or  other
communication  to the persons designated above to receive  copies
shall  not  adversely affect the effectiveness  of  such  notice,
demand,   request,  consent,  approval,  declaration   or   other
communication.

     15.9 Waiver of Notices.

         Unless otherwise expressly provided herein, the Borrower
waives  presentment, and notice of demand or dishonor and protest
as  to  any  instrument,  notice  of  intent  to  accelerate  the
Obligations  and  notice of acceleration of the  Obligations,  as
well as any and all other notices to which it might otherwise  be
entitled.  No notice to or demand on the Borrower which the Agent
or any Lender may elect to give shall entitle the Borrower to any
or  further  notice  or  demand in the  same,  similar  or  other
circumstances.

     15.10     Binding Effect.

         The  provisions of this Agreement shall be binding  upon
and  inure  to  the  benefit  of the respective  representatives,
successors, and assigns of the parties hereto; provided, however,
that  no  interest herein may be assigned by the Borrower without
prior  written consent of the Agent and each Lender.  The  rights
and  benefits  of the Agent and the Lenders hereunder  shall,  if
such  Persons so agree, inure to any party acquiring any interest
in the Obligations or any part thereof.

     15.11     Indemnity of the Agent and the Lenders by the
               Borrower.

          (a)   The Borrower agrees to defend, indemnify and hold
the  Agent-Related  Persons, and each  Lender  and  each  of  its
respective  officers, directors, employees, counsel,  agents  and
attorneys-in-fact (each, an "Indemnified Person")  harmless  from
and   against  any  and  all  liabilities,  obligations,  losses,
damages,  penalties, actions, judgments, suits,  costs,  charges,
expenses and disbursements (including Attorney Costs) of any kind
or nature whatsoever which may at any time (including at any time
following repayment of the Loans and the termination, resignation
or  replacement  of the Agent or replacement of any  Lender)   be
imposed  on, incurred by or asserted against any such  Person  in
any  way  relating  to or arising out of this  Agreement  or  any
document   contemplated  by  or  referred  to  herein,   or   the
transactions contemplated hereby, or any action taken or  omitted
by  any  such  Person  under or in connection  with  any  of  the
foregoing,   including   with  respect  to   any   investigation,
litigation or proceeding (including any Insolvency Proceeding  or
appellate  proceeding)  related  to  or  arising  out   of   this
Agreement,  any other Loan Document, or the Loans or the  use  of
the proceeds thereof, whether or not any Indemnified Person is  a
party  thereto (all the foregoing, collectively, the "Indemnified
Liabilities");  provided,  that  the  Borrower  shall   have   no
obligation  hereunder to any Indemnified Person with  respect  to
Indemnified  Liabilities  resulting  solely  from  the    willful
misconduct  of  such Indemnified Person. The agreements  in  this
Section shall survive payment of all other Obligations.

<PAGE> 77

          (b)   The Borrower agrees to indemnify, defend and hold
harmless  the  Agent and the Lenders from any loss  or  liability
directly  or  indirectly  arising out  of  the  use,  generation,
manufacture,  production, storage, release,  threatened  release,
discharge, disposal or presence of a hazardous substance relating
to   the  Borrower's  operations,  business  or  property.   This
indemnity will apply whether the hazardous substance is on, under
or about the Borrower's property or operations or property leased
to  the  Borrower.  The indemnity includes but is not limited  to
Attorneys  Costs.   The indemnity extends to the  Agent  and  the
Lenders, their parents, affiliates, subsidiaries and all of their
directors, officers, employees, agents, successors, attorneys and
assigns.  "Hazardous substances" means any substance, material or
waste  that  is  or becomes designated or regulated  as  "toxic,"
"hazardous,"   "pollutant,"  or  "contaminant"   or   a   similar
designation or regulation under any federal, state or  local  law
(whether  under common law, statute, regulation or otherwise)  or
judicial  or  administrative interpretation  of  such,  including
petroleum  or natural gas.  This indemnity will survive repayment
of all other Obligations.

     15.12     Limitation of Liability.

        NO CLAIM MAY BE MADE BY THE BORROWER, ANY LENDER OR OTHER
PERSON   AGAINST  THE  AGENT,  ANY  LENDER,  OR  THE  AFFILIATES,
DIRECTORS,  OFFICERS, OFFICERS, EMPLOYEES, OR AGENTS  OF  ANY  OF
THEM FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES
IN  RESPECT  OF  ANY CLAIM FOR BREACH OF CONTRACT  OR  ANY  OTHER
THEORY OF LIABILITY ARISING OUT OF OR RELATED TO THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR ANY
ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, AND THE
BORROWER AND EACH LENDER HEREBY WAIVE, RELEASE AND AGREE  NOT  TO
SUE  UPON ANY CLAIM FOR SUCH DAMAGES, WHETHER OR NOT ACCRUED  AND
WHETHER OR NOT KNOWN OR SUSPECTED TO EXIST IN ITS FAVOR.

     15.13     Final Agreement.

         This Agreement and the other Loan Documents are intended
by  the  Borrower,  the Agent and the Lenders to  be  the  final,
complete, and exclusive expression of the agreement between them.
This  Agreement  supersedes any and all  prior  oral  or  written
agreements   relating   to  the  subject   matter   hereof.    No
modification,  rescission, waiver, release, or amendment  of  any
provision of this Agreement or any other Loan Document  shall  be
made, except by a written agreement signed by the Borrower and  a
duly  authorized officer of each of the Agent and  the  requisite
Lenders.

     15.14     Counterparts.

          This  Agreement  may  be  executed  in  any  number  of
counterparts, and by the Agent, each Lender and the  Borrower  in
separate  counterparts, each of which shall be an  original,  but
all   of  which  shall  together  constitute  one  and  the  same
agreement; signature pages may be detached from multiple separate
counterparts  and attached to a single counterpart  so  that  all
signature pages are physically attached to the same document.

     15.15     Captions.

          The  captions  contained  in  this  Agreement  are  for
convenience  of  reference only, are without substantive  meaning
and  should not be construed to modify, enlarge, or restrict  any
provision.

<PAGE> 78

     15.16     Right of Setoff.

         In  addition to any rights and remedies of  the  Lenders
provided by law, if an Event of Default exists or the Loans  have
been  accelerated, each Lender is authorized at any time and from
time  to  time,  without prior notice to the Borrower,  any  such
notice  being  waived  by  the Borrower  to  the  fullest  extent
permitted  by  law,  to set off and apply any  and  all  deposits
(general or special, time or demand, provisional or final) at any
time  held by, and other indebtedness at any time owing by,  such
Lender  to  or  for  the credit or the account  of  the  Borrower
against  any  and all Obligations owing to such  Lender,  now  or
hereafter existing, irrespective of whether or not the  Agent  or
such  Lender shall have made demand under this Agreement  or  any
Loan Document and although such Obligations may be contingent  or
unmatured.   Each Lender agrees promptly to notify  the  Borrower
and the Agent after any such set-off and application made by such
Lender;  provided, however, that the failure to give such  notice
shall  not  affect the validity of such set-off and  application.
NOTWITHSTANDING THE FOREGOING, NO LENDER SHALL EXERCISE ANY RIGHT
OF  SET-OFF,  BANKER'S  LIEN, OR THE  LIKE  AGAINST  ANY  DEPOSIT
ACCOUNT  OR PROPERTY OF THE BORROWER HELD OR MAINTAINED  BY  SUCH
LENDER  WITHOUT  THE  PRIOR  WRITTEN  UNANIMOUS  CONSENT  OF  THE
LENDERS.

     15.17     Intentionally Deleted.


     15.18     Intentionally Deleted.


     15.19     Agency of the Parent for each other Borrower.

         Each  of the other Borrowers appoints the Parent as  its
agent for all purposes relevant to this Agreement, including  the
giving  and receipt of notices and execution and delivery of  all
documents,  instruments and certificates contemplated herein  and
all   modifications   hereto.    Any  acknowledgement,   consent,
direction, certification or other action which might otherwise be
valid or effective only if given or taken by all of the Borrowers
or  acting singly, shall be valid and effective if given or taken
only  by the Parent, whether or not either of the other Borrowers
joins therein.

          IN  WITNESS WHEREOF, the parties have entered into this
Agreement on the date first above written.

                               "BORROWER"
                               Nicholas Financial, Inc.

                               By:/s/ Peter L. Vosotas
                               Title: CEO, President


                               "AGENT"
                               Bank  of  America,  N.A.,  as  the
                               Agent
                               By:/s/ James Smith
                               Vice President


<PAGE> 79

                               "LENDERS"

Commitment:  $45,000,000       Bank   of  America,  N.A.,
Pro Rata Share: 75%            as a Lender
                               By:/s/ James Smith
                               Vice President

Commitment:  $15,000,000       Hibernia  National  Bank,
Pro Rata Share: 25%            as a Lender
                               By:/s/Lori Mitchell
                               Senior Vice President


<PAGE> 1
                            EXHIBIT A

                      Intentionally Deleted

<PAGE> 1
                            EXHIBIT B

               FORM OF BORROWING BASE CERTIFICATE

<PAGE> 1


                            EXHIBIT C

                      INTENTIONALLY DELETED

<PAGE> 1

                            EXHIBIT D

                       NOTICE OF BORROWING


                                        Date:______________, __



To: Bank  of  America,  N.A., as Agent for the  Lenders  who  are
    parties  to  the  Amended  and  Restated  Loan  and  Security
    Agreement  dated  as  of August        ,  2000  (as  extended,
    renewed, amended or restated from time to time, the "Loan and
    Security Agreement") among Nicholas Financial, Inc.,  certain
    Lenders  which are signatories thereto and Bank  of  America,
    N.A., as Agent

Ladies and Gentlemen:

     The  undersigned, Nicholas Financial, Inc. (the "Borrower"),
refers  to  the  Loan and Security Agreement, the  terms  defined
therein  being used herein as therein defined, and  hereby  gives
you notice irrevocably of the Borrowing specified below:

     1.   The Business Day of the proposed Borrowing is:

     2.   The aggregate amount of the proposed Borrowing is:

     3.   The Borrowing is to be comprised of $       of Base
          Rate and $              of LIBOR Rate Loans.

     The  duration  of  the Interest Period for  the  LIBOR  Rate
Loans, if any, included in the Borrowing shall be _____ months.

     The   undersigned  hereby  certifies  that   the   following
statements are true on the date hereof, and will be true  on  the
date  of  the proposed Borrowing, before and after giving  effect
thereto and to the application of the proceeds therefrom:

     (a)  The representations and warranties of the Borrower contained
in the Loan and Security Agreement are true and correct as though
made on and as of such date;

     (b)   No  Default  or Event of Default has occurred  and  is
continuing, or would result from such proposed Borrowing; and

<PAGE> 2

     (c)

The   proposed   Borrowing   will   not   cause   the   aggregate
principal  amount of all outstanding Revolving Loans   to  exceed
the Borrowing Base or the combined Commitments of the Lenders.

                                   NICHOLAS FINANCIAL, INC.



                                   By:/s/Ralph Finkenbrink
                                   Title: Senior Vice President




<PAGE> 1
                            EXHIBIT E

                NOTICE OF CONTINUATION/CONVERSION



Date:  August __, 2000


To: Bank  of  America,  N.A., as Agent for  the  Lenders  to  the
    Amended and Restated Loan and Security Agreement dated as  of
    August          ,  2000  (as  extended, renewed,  amended  or
    restated   from  time  to  time,  the  "Loan   and   Security
    Agreement")  among Nicholas Financial, Inc., certain  Lenders
    which  are signatories thereto and Bank of America, N.A.,  as
    Agent

Ladies and Gentlemen:

     The  undersigned, Nicholas Financial, Inc. (the "Borrower"),
refers  to  the  Loan and Security Agreement, the  terms  defined
therein  being used herein as therein defined, and  hereby  gives
you  notice irrevocably of the [conversion] [continuation] of the
Loans specified herein, that:

     1.   The   Continuation/Conversion  Date  is:

     2.   The  aggregate amount of the Loans to  be  [converted]
          [continued] is $

     3.   The Loans are to be [converted into] [continued as]
          [LIBOR Rate] [Base Rate] Loans.

     4.   The duration of the Interest Period for  the LIBOR Rate
          Loans included  in the [conversion] [continuation]
          shall be months.

     The   undersigned  hereby  certifies  that   the   following
statements are true on the date hereof, and will be true  on  the
proposed  Continuation/Conversion Date, before and  after  giving
effect thereto and to the application of the proceeds therefrom:

          (a)  The representations and warranties of the Borrower
contained in the Loan and Security Agreement are true and correct
as though made on and as of such date;

          (b)  No Default or Event of Default has occurred and is
continuing,  or  would  result from  such  proposed  [conversion]
[continuation]; and

The proposed conversion-continuation will not cause the aggregate
principal  amount of all outstanding Revolving Loans   to  exceed
the Borrowing Base or the combined Commitments of the Lenders.

<PAGE> 2

                                   NICHOLAS FINANCIAL, INC.
                                   By:
                                   Title:

<PAGE> 1

                            EXHIBIT F

          [FORM OF] ASSIGNMENT AND ACCEPTANCE AGREEMENT

     This  ASSIGNMENT AND ACCEPTANCE AGREEMENT (this  "Assignment
and Acceptance") dated as of ____________________,     __ is made
between   ______________________________  (the  "Assignor")   and
__________________________ (the "Assignee").

                            RECITALS

     WHEREAS,  the Assignor is party to that certain Amended  and
Restated  Loan and Security Agreement dated as  of  August      ,
2000 (as amended, amended and restated, modified, supplemented or
renewed, the "Credit Agreement") among Nicholas Financial,  Inc.,
a  Florida  corporation (the "Borrower"), the  several  financial
institutions  from  time  to time party  thereto  (including  the
Assignor,  the "Lenders"), and Bank of America, N. A.,  as  agent
for  the Lenders (the "Agent").  Any terms defined in the  Credit
Agreement  and not defined in this Assignment and Acceptance  are
used herein as defined in the Credit Agreement;

          WHEREAS,  as  provided under the Credit Agreement,  the
Assignor has committed to making Loans (the "Committed Loans") to
the  Borrower  in  an aggregate amount not to exceed  $__________
(the "Commitment");

          WHEREAS, the Assignor has made Committed Loans  in  the
aggregate principal amount of $__________ to the Borrower;

          WHEREAS,  the Assignor wishes to assign to the Assignee
[part  of the] [all] rights and obligations of the Assignor under
the  Credit Agreement in respect of its Commitment, together with
a  corresponding  portion  of each of its  outstanding  Committed
Loans,  in an amount equal to $__________ (the "Assigned Amount")
on  the terms and subject to the conditions set forth herein  and
the  Assignee wishes to accept assignment of such rights  and  to
assume  such  obligations from the Assignor  on  such  terms  and
subject to such conditions;

          NOW,  THEREFORE, in consideration of the foregoing  and
the  mutual agreements contained herein, the parties hereto agree
as follows:

     1.   Assignment and Acceptance.

          (a)  Subject  to  the  terms  and  conditions  of  this
Assignment  and  Acceptance,  (i)   the  Assignor  hereby  sells,
transfers and  assigns to  the  Assignee,  and (ii)  the Assignee
hereby  purchases, assumes  and  undertakes  from  the  Assignor,
without recourse  and  without representation or warranty (except
as  provided  in  this  Assignment  and  Acceptance)   __%   (the
"Assignee's  Percentage  Share")  of (A)  the  Commitment and the
Committed Loans and(B) all related rights, benefits, obligations,
liabilities  and  indemnities  of  the  Assignor   under  and  in
connection with the Credit Agreement and the Loan Documents.

<PAGE> 2

          (b)  With effect on  and  after  the Effective Date (as
defined in Section 5 hereof), the Assignee  shall  be  a party to
the Credit Agreement  and  succeed  to   all of the rights and be
obligated to perform all of the obligations of a Lender under the
Credit  Agreement,      including  the  requirements   concerning
confidentiality  and  the  payment  of  indemnification,  with  a
Commitment  in  an  amount  equal  to  the  Assigned  Amount. The
Assignee agrees that it will perform  in  accordance  with  their
terms all of the obligations which by the  terms  of  the  Credit
Agreement are required to be performed by it as a Lender.   It is
the  intent  of  the  parties  hereto  that the Commitment of the
Assignor shall, as of   the  Effective  Date,  be  reduced  by an
amount  equal  to  the  Assigned  Amount  and  the Assignor shall
relinquish its rights and be released from  its obligations under
the Credit Agreement to the  extent   such  obligations have been
assumed by the Assignee; provided, however,  the  Assignor  shall
not relinquish its rights under Sections __ and __ of  the Credit
Agreement to the extent such rights relate  to the time prior  to
the Effective Date.

          (c)   After  giving   effect  to   the  assignment  and
assumption set forth herein, on the Effective Date the Assignee's
Commitment will be $__________.

          (d)  After  giving   effect   to   the  assignment  and
assumption set forth herein, on the Effective Date the Assignor's
Commitment will be $__________.

     2.   Payments.

          (a)  As  consideration  for  the  sale,  assignment and
transfer contemplated in Section 1 hereof, the Assignee shall pay
to  the Assignor  on the Effective Date  in immediately available
funds an amount equal to $__________, representing the Assignee's
Pro Rata Share of the principal amount of all Committed Loans.

          (b)  The Assignee further agrees to pay to the  Agent a
processing fee in  the  amount  specified  in Section (__) of the
Credit Agreement.

     3.   Reallocation of Payments.

     Any  interest,  fees  and  other  payments  accrued  to  the
Effective  Date with respect to the Commitment, and the Committed
Loans  shall  be for the account of the Assignor.  Any  interest,
fees  and other payments accrued on and after the Effective  Date
with  respect to the Assigned Amount shall be for the account  of
the  Assignee.  Each of the Assignor and the Assignee agrees that
it  will hold in trust for the other party any interest, fees and
other  amounts which it may receive to which the other  party  is
entitled pursuant to the preceding sentence and pay to the  other
party  any  such  amounts  which it  may  receive  promptly  upon
receipt.

     4.   Independent Credit Decision.

     The Assignee (a) acknowledges that it has received a copy of
the  Credit  Agreement  and the Schedules and  Exhibits  thereto,
together  with copies of the most recent financial statements  of
the  Borrower, and such other documents and information as it has
deemed appropriate to make its own credit and legal analysis  and
decision  to  enter  into  this Assignment  and  Acceptance;  and
(b)  agrees that it will, independently and without reliance upon
the  Assignor,  the Agent or any other Lender and based  on  such
documents  and  information as it shall deem appropriate  at  the
time,  continue  to  make its own credit and legal  decisions  in
taking or not taking action under the Credit Agreement.

<PAGE> 3

     5.   Effective Date; Notices.

          (a)  As  between  the  Assignor  and  the Assignee, the
effective date for this Assignment and Acceptance shall be _____,
(the  "Effective  Date"); provided that the following  conditions
precedent have been satisfied on or before the Effective Date:

               (i)   this  Assignment  and  Acceptance  shall  be
executed and delivered by the Assignor and the Assignee;

               [(ii)     the consent of the Agent required for an
effective  assignment of the Assigned Amount by the  Assignor  to
the  Assignee shall have been duly obtained and shall be in  full
force and effect as of the Effective Date;]

               (iii)      the Assignee shall pay to the  Assignor
all  amounts  due  to  the  Assignor under  this  Assignment  and
Acceptance;

               (iv)       the  Assignee shall have complied  with
Section (   ) of the Credit Agreement (if applicable);]

               (v)    the   processing   fee   referred   to   in
Section  2(b) hereof and in Section      of the Credit  Agreement
shall have been paid to the Agent; and

          (b)  Promptly     following   the   execution  of  this
Assignment and Acceptance,  the  Assignor  shall  deliver  to the
Borrower  and the Agent for acknowledgment by the Agent, a Notice
of Assignment in the form attached hereto as Schedule 1.

     6.    Agent.  [INCLUDE ONLY IF ASSIGNOR IS AGENT]

          (a)  The Assignee hereby  appoints  and  authorizes the
Assignor to take   such   action   as  agent on its behalf and to
exercise such powers under the  Credit Agreement as are delegated
to the Agent  by  the Lenders pursuant to the terms of the Credit
Agreement.

          (b)  The Assignee shall assume no duties or obligations
held by the  Assignor  in  its capacity as Agent under the Credit
Agreement.

     7.   Withholding Tax.

     The  Assignee (a) represents and warrants to the Lender, the
Agent and the Borrower that under applicable law and treaties  no
tax will be required to be withheld by the Lender with respect to
any payments to be made to the Assignee hereunder, (b) agrees  to
furnish  (if  it is organized under the laws of any  jurisdiction
other  than the United States or any State thereof) to the  Agent
and the Borrower prior to the time that the Agent or Borrower  is
required  to  make  any payment of principal,  interest  or  fees
hereunder,  duplicate executed originals of either U.S.  Internal
Revenue  Service Form 4224 or U.S. Internal Revenue Service  Form
1001 (wherein the Assignee claims entitlement to the benefits  of
a  tax  treaty that provides for a complete exemption  from  U.S.
federal  income  withholding tax on all payments  hereunder)  and
agrees  to provide new Forms 4224 or 1001 upon the expiration  of
any  previously  delivered  form  or  comparable  statements   in
accordance   with   applicable  U.S.  law  and  regulations   and
amendments thereto, duly executed and completed by the  Assignee,
and  (c)  agrees  to  comply with all applicable  U.S.  laws  and
regulations with regard to such withholding tax exemption.

<PAGE> 4

     8.   Representations and Warranties.

          (a)  The  Assignor  represents and warrants that (i) it
is the legal  and beneficial owner of the interest being assigned
by  it hereunder  and that such interest is free and clear of any
Lien  or  other  adverse  claim; (ii)  it  is  duly organized and
existing and it has the full power and authority to take, and has
taken,  all  action  necessary  to  execute  and  deliver    this
Assignment  and Acceptance  and  any  other documents required or
permitted  to  be executed or  delivered by it in connection with
this  Assignment and  Acceptance  and  to fulfill its obligations
hereunder; (iii) no notices  to,  or  consents, authorizations or
approvals  of,  any Person  are  required (other than any already
given  or  obtained)   for   its  due  execution,   delivery  and
performance of  this Assignment  and  Acceptance, and apart  from
any  agreements  or  undertakings  or  filings  required  by  the
Credit  Agreement, no further  action by, or notice to, or filing
with, any  Person  is required of it for such execution, delivery
or performance; and (iv) this Assignment  and Acceptance has been
duly executed  and delivered   by  it  and constitutes the legal,
valid and binding obligation of the Assignor, enforceable against
the Assignor  in accordance with the terms hereof, subject, as to
enforcement,   to  bankruptcy,    insolvency,         moratorium,
reorganization and other laws of general application relating  to
or   affecting   creditors'   rights   and  to general  equitable
principles.

          (b)  The  Assignor  makes no representation or warranty
and assumes no  responsibility  with  respect  to any statements,
warranties or representations  made  in or in connection with the
Credit  Agreement  or  the  execution,  legality,       validity,
enforceability, genuineness,  sufficiency  or value of the Credit
Agreement or any other  instrument or document furnished pursuant
thereto.  The Assignor makes  no  representation  or  warranty in
connection with, and  assumes  no responsibility with respect to,
the solvency, financial  condition or statements of the Borrower,
or the performance  or  observance by the Borrower, of any of its
respective  obligations  under  the Credit Agreement or any other
instrument or document furnished in connection therewith.

          (c)  The  Assignee  represents and warrants that (i) it
is  duly  organized  and  existing  and  it  has  full  power and
authority to take, and has taken, all action necessary to execute
and  deliver  this  Assignment  and  Acceptance  and  any   other
documents required or permitted to be executed or delivered by it
in connection with this Assignment and Acceptance, and to fulfill
its  obligations  hereunder; (ii)   no  notices  to, or consents,
authorizations  or  approvals  of, any Person are required (other
than  any  already  given  or  obtained)  for  its due execution,
delivery and  performance  of this Assignment and Acceptance; and
apart from any agreements or  undertakings or filings required by
the  Credit  Agreement, no  further  action  by, or notice to, or
filing with, any Person  is  required  of  it for such execution,
delivery or performance; (iii) this Assignment and Acceptance has
been duly executed and delivered by it and constitutes the legal,
valid and binding obligation of the Assignee, enforceable against
the Assignee in accordance with the  terms hereof, subject, as to
enforcement,      to bankruptcy,    insolvency,       moratorium,
reorganization and other laws of general application relating  to
or  affecting  creditors'   rights   and  to   general  equitable
principles; [and (iv) it is an Eligible Assignee.]

<PAGE> 5

     9.   Further Assurances.

     The  Assignor and the Assignee each hereby agree to  execute
and  deliver such other instruments, and take such other  action,
as  either  party may reasonably request in connection  with  the
transactions  contemplated  by this  Assignment  and  Acceptance,
including  the  delivery of any notices  or  other  documents  or
instruments  to the Borrower or the Agent, which may be  required
in  connection  with  the assignment and assumption  contemplated
hereby.

     10.  Miscellaneous.

          (a)  Any  amendment  or waiver of any provision of this
Assignment and Acceptance shall be in writing and signed  by  the
parties hereto.   No  failure  or delay by either party hereto in
exercising  any  right,  power  or   privilege   hereunder  shall
operate as a waiver thereof   and any waiver of any breach of the
provisions  of  this Assignment and  Acceptance shall be  without
prejudice  to  any  rights  with  respect to any other or further
breach thereof.

          (b)  All  payments made hereunder shall be made without
any set-off or counterclaim.

          (c)  The Assignor and the Assignee  shall  each pay its
own  costs  and  expenses   incurred   in  connection  with   the
negotiation, preparation,  execution  and  performance  of   this
Assignment and Acceptance.

          (d)  This  Assignment and Acceptance may be executed in
any  number  of  counterparts  and all of such counterparts taken
together  shall  be  deemed  to  constitute  one   and  the  same
instrument.

          (e)  THIS  ASSIGNMENT  AND ACCEPTANCE SHALL BE GOVERNED
BY  AND  CONSTRUED  IN  ACCORDANCE  WITH  THE LAW OF THE STATE OF
[Note:  confirm choice of law].   The  Assignor  and the Assignee
each irrevocably submits to the non-exclusive jurisdiction of any
State or Federal court sitting in [    ] over any suit, action or
proceeding arising out of  or  relating  to  this Assignment  and
Acceptance and irrevocably agrees  that  all claims in respect of
such action or proceeding may  be  heard  and  determined in such
[    ] State or Federal court.  Each party to this Assignment and
Acceptance  hereby  irrevocably  waives, to the fullest extent it
may  effectively  do  so, the defense of an inconvenient forum to
the maintenance of such action or proceeding.

          (f)   THE   ASSIGNOR   AND  THE  ASSIGNEE  EACH  HEREBY
KNOWINGLY, VOLUNTARILY  AND  INTENTIONALLY  WAIVE ANY RIGHTS THEY
MAY HAVE TO A TRIAL BY  JURY  IN  RESPECT OF ANY LITIGATION BASED
HEREON, OR ARISING  OUT  OF,  UNDER,  OR  IN CONNECTION WITH THIS
ASSIGNMENT AND ACCEPTANCE ,  THE  CREDIT  AGREEMENT, ANY  RELATED
DOCUMENTS AND AGREEMENTS  OR  ANY  COURSE  OF  CONDUCT, COURSE OF
DEALING, OR STATEMENTS (WHETHER ORAL OR WRITTEN).


     IN  WITNESS  WHEREOF,  the Assignor and  the  Assignee  have
caused  this  Assignment  and  Acceptance  to  be  executed   and
delivered by their duly authorized officers as of the date  first
above written.

                                [ASSIGNOR]
                                By:
                                Title:

                                By:
                                Title:

                                Address:


                                [ASSIGNEE]

                                By:
                                Title:

                                By:
                                Title:

                                Address:



<PAGE> 1

                           SCHEDULE 1

               NOTICE OF ASSIGNMENT AND ACCEPTANCE





Bank of America, N.A.
335 Madison Avenue
New York, NY  10017
Attn:

Re:  Nicholas Financial, Inc.
     2454 McMullen Booth Road
     Building C, #501B
     Clearwater, FL  34619-1340

Ladies and Gentlemen:

     We  refer  to  the  Amended and Restated Loan  and  Security
Agreement  dated as of August ___, 2000 (as amended, amended  and
restated, modified, supplemented or renewed from time to time the
"Credit   Agreement")   among  Nicholas  Financial,   Inc.   (the
"Borrower"), the Lenders referred to therein and Bank of America,
N.  A., as agent for the Lenders (the "Agent").  Terms defined in
the Credit Agreement are used herein as therein defined.

     1.  We  hereby  give you notice of, and request your consent
to, the   assignment   by  ______________  (the  "Assignor")   to
_______________  (the "Assignee") of _____% of the  right,  title
and  interest  of  the  Assignor in and to the  Credit  Agreement
(including the right, title and interest of the Assignor  in  and
to the Commitments of the Assignor, all outstanding Loans made by
the  Assignor pursuant to the Assignment and Acceptance Agreement
attached hereto (the "Assignment and Acceptance").  We understand
and  agree that the Assignor's Commitment, as  of               ,
,  is  $ ___________, and the aggregate amount of its outstanding
Loans is $_____________.

     2.   The Assignee agrees that, upon receiving the consent of
the Agent and, if applicable, the Borrower to such assignment,the
Assignee  will be bound by the terms of the Credit  Agreement  as
fully  and to the same extent as if the Assignee were the  Lender
originally holding such interest in the Credit Agreement.

     3.   The  following  administrative  details  apply  to  the
          Assignee:

          (A)  Notice Address:

               Assignee name:
               Address:


               Attention:
               Telephone:  (___)
               Telecopier:  (___)
               Telex (Answerback):

          (B)  Payment Instructions:

               Account No.:
                    At:


               Reference:
               Attention:

     4.    You  are  entitled  to rely upon the  representations,
warranties  and  covenants of each of the Assignor  and  Assignee
contained in the Assignment and Acceptance.

     IN  WITNESS  WHEREOF,  the Assignor and  the  Assignee  have
caused this Notice of Assignment and Acceptance to be executed by
their respective duly authorized officials, officers or agents as
of the date first above mentioned.

                                Very truly yours,

                                [NAME OF ASSIGNOR]


                                By:

                                Title:


                                [NAME OF ASSIGNEE]


                                By:

                                Title:


<PAGE> 2






ACKNOWLEDGED AND ASSIGNMENT
CONSENTED TO:

Bank of America, N. A.
as Agent

By:
Title:


<PAGE>

	Exhibit 10.1.14
      -------------------

<PAGE> 1

                        AMENDMENT NO. 1

                               TO

                         LOAN AGREEMENT


      AMENDMENT NO. 1 dated as of March 15, 2001, among  NICHOLAS
FINANCIAL, INC. ("Borrower"), BANK ONE, N.A., a national  banking
association  with its principal offices in Columbus, Ohio  ("Bank
One"),  the financial institutions listed on the signature  pages
hereof  (the  "Existing Lenders") and BANK OF AMERICA,  N.A.,  as
agent for the Existing Lenders (the "Agent").

      WHEREAS,  the Borrower, the Agent and the Existing  Lenders
are  parties to a certain Amended and Restated Loan and  Security
Agreement,  dated  as of August 1, 2000 (the  "Loan  Agreement"),
pursuant  to which the Existing Lenders have agreed,  subject  to
the  terms  and conditions therein set forth, to provide  certain
financial accommodations to the Borrower; and

      WHEREAS, at the request of the Borrower Bank One has agreed
to  become a party to the Loan Agreement and a Lender thereunder,
with a Commitment of $15,000,000;

      WHEREAS, the Existing Lenders and the Agent are willing  to
accept the addition of Bank One as a party to and a Lender  under
the Loan Agreement with a Commitment as aforesaid;

     WHEREAS, the Borrower desires that the Lenders amend certain
provisions  of the Loan Agreement, and the Lenders  are  willing,
subject to the terms and conditions hereinafter set forth, to  do
so;

     NOW, THEREFORE, the parties hereto hereby agree as follows:

      SECTION  1.     CAPITALIZED TERMS.  Capitalized terms  used
but  not  defined herein shall have the respective  meanings  set
forth in the Loan Agreement.

     SECTION 2.     AMENDMENTS

               (a)   Clause  (m) of the definition  of  "Eligible
Contracts"  set  forth in Section 1.1 of the  Loan  Agreement  is
amended  to  delete the word "and" at the end of  subclause  (vi)
and  to  add  the  following before the  period  at  the  end  of
subclause (vii):

                    "and

                         (viii)    the aggregate number of Direct
                    Loan Contracts does  not  exceed  10%  of the
                    total number of  Contracts outstanding at any
                    one time."

               (b)   From  and after the effective date  of  this
Amendment, Bank One shall become a party to, and a Lender  under,
the  Loan  Agreement,  with a Commitment on such  effective  date
equal  to $15,000,000.  Accordingly, from and after the effective
date  of this Amendment, (i) all references in the Loan Agreement
and  the  other  Loan  Documents to "Lender" or  "Lenders"  shall
include  Bank  One,  all references therein  to  "Commitment"  or
"Commitments" shall include the commitment of Bank One  specified
herein,  all  references  therein  to  "Loan"  or  "Loans"  shall
include  any  loan  made  by Bank One under  the  Loan  Agreement
pursuant   to  its  Commitment  provided  for  herein   and   all
references  therein  to "Obligations" shall include  all  present
and  future  liabilities, obligations  and  debts  owing  by  any
Obligor  to  Bank One under the Loan Agreement or any other  Loan
Document,  as  amended hereby and from time  to  time  hereafter,
(ii)  the Maximum Revolver Amount under the Loan Agreement  shall
be   increased   by  $15,000,000  (the  amount  of   Bank   One's
Commitment)  from  $60,000,000  to  $75,000,000  and  (iii)   the
definition  of   "Maximum Revolver Amount" set forth  in  Section
1.1  of the Loan Agreement is amended to read in its entirety  as
follows:

<PAGE> 2

                    "Maximum Revolver Amount" means $75,000,000."

               (c)   Section 3.8 of the Loan Agreement is amended
to  delete  the amount of  "$10,000" set forth in the first  line
thereof and substituting therefor the amount of  "$20,000."

                (d)   Section  9.21  of  the  Loan  Agreement  is
amended  to  delete the ratio "5 to 1" set forth  in  clause  (b)
thereof and substituting therefor the ratio "4.75 to 1."

               (e)   Section 9.29 of the Loan Agreement is hereby
amended to read in its entirety as follows:

                         "9.29      Credit   Guidelines.      The
                    Borrower  shall not make any changes  in  its
                    Credit  Guidelines (a copy of which has  been
                    previously furnished by the Borrower  to  the
                    Lenders)  without the Lenders' prior  written
                    consent which any of the Lenders may withhold
                    in  its  sole  and absolute discretion.   The
                    Borrower  shall  not  purchase  or  otherwise
                    acquire  contracts which do not  comply  with
                    the Credit Guidelines."

      SECTION  3.      EFFECTIVENESS.  The amendment made  herein
shall  become  effective when Bank One and the  Existing  Lenders
shall  have  duly  executed  and  delivered  this  Agreement  and
counterparts  hereof shall have been duly executed and  delivered
to the Agent by the Borrower.

       SECTION  4.      COUNTERPARTS  AND  GOVERNING  LAW.   This
Agreement may be executed in counterparts, each of which shall be
an original, and all of which, taken together, shall constitute a
single  instrument.   This Agreement shall be  governed  by,  and
construed in accordance with the law of the State of New York.

<PAGE> 3

      SECTION 5.     REFERENCES TO LOAN AGREEMENT. From and after
the   effectiveness  of  this  Agreement  and  the  waivers   and
agreements  contemplated  hereby,  all  references  in  the  Loan
Agreement  to "this Agreement", "hereof", "herein",  and  similar
terms  shall  mean  and  refer to the Loan Agreement  as  certain
provisions thereof are amended or supplemented by this Agreement,
and all references in other documents to the Loan Agreement shall
mean such agreement as certain provisions thereof are amended  or
supplemented by this Agreement.

       SECTION   6.      INVALIDITY.   Whenever  possible,   each
provision  of this Agreement shall be interpreted in such  manner
as  to  be  effective  and valid under all  applicable  laws  and
regulations.  If, however, any provision of this Agreement  shall
be  prohibited by or invalid under any such law or regulation, it
shall  be  deemed modified to conform to the minimum requirements
of  such law or regulation, or if for any reason it is not deemed
so modified, it shall be ineffective and valid only to the extent
of  such  prohibition or invalidity without the remainder thereof
or  any  of  the  remaining provisions of  this  Agreement  being
prohibited or invalid.

      SECTION  7.      RATIFICATION AND CONFIRMATION.   The  Loan
Agreement is hereby ratified and confirmed and, except as  herein
otherwise  agreed,  remains unmodified  and  in  full  force  and
effect.

      IN  WITNESS  WHEREOF, the parties hereto have  caused  this
Agreement  to  be  duly  executed by their respective  authorized
officers as of the day and year first above written.

                              Borrower:

                              NICHOLAS FINANCIAL, INC.
                              By:/s/ Peter L. Vosotas
                              Title: CEO, President


                              Agent:

                              BANK OF AMERICA, N.A.,
                              as Agent
                              By: /s/ James Smith
                              Title: Vice President


                              Existing Lenders:
                              BANK OF AMERICA, N.A.

                              By: /s/ James Smith
                              Title: Vice President

<PAGE> 4

                              HIBERNIA NATIONAL BANK
                              By:/s/Michael Lee
                              Title:Assistant Vice President


                              Bank One:
                              BANK ONE, N.A.
                              By:/s/John Glauntz
                              Title:Commercial Loan Officer